| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2021 | 3. Issuer Name and Ticker or Trading Symbol CVRx, Inc. [ CVRX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,384 | I | See Note 1(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-2 Preferred Stock | (2) | (2) | Common Stock | 58,175 | (3) | I | See Note 4(4) |
| Series B-2 Preferred Stock | (2) | (2) | Common Stock | 57,241 | (3) | I | See Note 4(4) |
| Series B-2 Preferred Stock | (2) | (2) | Common Stock | 14,933 | (3) | I | See Note 1(1) |
| Series C-2 Preferred Stock | (2) | (2) | Common Stock | 71,077 | (3) | I | See Note 4(4) |
| Series C-2 Preferred Stock | (2) | (2) | Common Stock | 9,333 | (3) | I | See Note 1(1) |
| Series D-2 Preferred Stock | (2) | (2) | Common Stock | 80,178 | (3) | I | See Note 4(4) |
| Series D-2 Preferred Stock | (2) | (2) | Common Stock | 10,371 | (3) | I | See Note 1(1) |
| Series E-2 Preferred Stock | (2) | (2) | Common Stock | 83,396 | (3) | I | See Note 4(4) |
| Series F-2 Preferred Stock | (2) | (2) | Common Stock | 253,605 | (3) | I | See Note 4(4) |
| Series F-2 Preferred Stock | (2) | (2) | Common Stock | 19,666 | (3) | I | See Note 1(1) |
| Series G Preferred Stock | (2) | (2) | Common Stock | 1,196,911 | (5) | I | See Note 4(4) |
| Series G Preferred Stock | (2) | (2) | Common Stock | 92,951 | (5) | I | See Note 1(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities are directly held by New Enterprise Associates 8A, Limited Partnership ("NEA 8A") and are indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 8A, and Scott D. Sandell, the individual general partner of NEA Partners 10 (NEA Partners 10 and Mr. Sandell, together, the "NEA 8A Indirect Reporting Persons"). The NEA 8A Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 8A in which the NEA 8A Indirect Reporting Persons have no pecuniary interest. |
| 2. Each share of preferred stock is convertible, at the option of the holder, into shares of common stock at the then-effective conversion ratio for no additional consideration and has no expiration date. The shares of preferred stock will automatically convert into shares of common stock at the then-appliable conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares) upon the closing of the Issuer's initial public offering. The conversion rates reported reflect the conversion ratios under the Issuer's certificate of incorporation, adjusted to give effect to the previously effected 1-for-39.548 reverse stock split of the common stock. |
| 3. Shares of Series A-2 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock, Series E-2 Convertible Preferred Stock and F-2 Convertible Preferred Stock are convertible into shares of common stock at a rate of 1-for-0.025857287. |
| 4. The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, the sole general partner of NEA 10, and Scott D. Sandell, the individual general partner of NEA Partners 10 (NEA Partners 10 and Mr. Sandell, together, the "NEA 10 Indirect Reporting Persons"). The NEA 10 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 10 in which the NEA 10 Indirect Reporting Persons have no pecuniary interest. |
| 5. Shares of Series G Convertible Preferred Stock are convertible into shares of common stock at a rate of 1-for-0.0632143218. |
| Remarks: |
| /s/ Sasha Keough, attorney-in-fact | 06/29/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
