SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MINERVA SURGICAL INC [ UTRS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/26/2021 | C | 596,183 | A | (1) | 596,183 | D(2) | |||
| Common Stock | 10/26/2021 | C | 1,190,212 | A | (1) | 1,786,395 | D(2) | |||
| Common Stock | 10/26/2021 | C | 3,409,709 | A | (1) | 5,196,104 | D(2) | |||
| Common Stock | 10/26/2021 | C | 3,503,021 | A | (1) | 8,699,125 | D(2) | |||
| Common Stock | 10/26/2021 | P | 1,300,000 | A | $12 | 9,999,125 | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Preferred Stock | (1) | 10/26/2021 | C | 596,183 | (1) | (1) | Common Stock | 596,183 | (1) | 0 | D(2) | ||||
| Series C Preferred Stock | (1) | 10/26/2021 | C | 1,190,212 | (1) | (1) | Common Stock | 1,190,212 | (1) | 0 | D(2) | ||||
| Series D Preferred Stock | (1) | 10/26/2021 | C | 3,409,709 | (1) | (1) | Common Stock | 3,409,709 | (1) | 0 | D(2) | ||||
| Subordinated Secured Convertible Promissory Note | $11.306 | 10/26/2021 | C | $6,257,308.36(3) | (3) | (3) | Series D Preferred Stock | 553,449 | (3) | 0 | D(2) | ||||
| Subordinated Secured Convertible Promissory Note | $11.306 | 10/26/2021 | C | $6,018,574.4(4) | (4) | (4) | Series D Preferred Stock | 532,334 | (4) | 0 | D(2) | ||||
| Subordinated Secured Convertible Promissory Note | $11.306 | 10/26/2021 | C | $5,851,915.34(5) | (5) | (5) | Series D Preferred Stock | 517,593 | (5) | 0 | D(2) | ||||
| Subordinated Secured Convertible Promissory Note | $11.306 | 10/26/2021 | C | $5,688,578.14(6) | (6) | (6) | Series D Preferred Stock | 503,146 | (6) | 0 | D(2) | ||||
| Subordinated Secured Convertible Promissory Note | $11.306 | 10/26/2021 | C | $6,173,219.88(7) | (7) | (7) | Series D Preferred Stock | 546,012 | (7) | 0 | D(2) | ||||
| Subordinated Secured Convertible Promissory Note | $11.306 | 10/26/2021 | C | $9,615,676.1(8) | (8) | (8) | Series D Preferred Stock | 850,492 | (8) | 0 | D(2) | ||||
| Series D Preferred Stock | (1) | 10/26/2021 | C | 553,449 | (1) | (1) | Common Stock | 553,449 | (1) | 553,449 | D(2) | ||||
| Series D Preferred Stock | (1) | 10/26/2021 | C | 532,333 | (1) | (1) | Common Stock | 532,333 | (1) | 1,085,782 | D(2) | ||||
| Series D Preferred Stock | (1) | 10/26/2021 | C | 517,592 | (1) | (1) | Common Stock | 517,592 | (1) | 1,603,374 | D(2) | ||||
| Series D Preferred Stock | (1) | 10/26/2021 | C | 503,145 | (1) | (1) | Common Stock | 503,145 | (1) | 2,106,519 | D(2) | ||||
| Series D Preferred Stock | (1) | 10/26/2021 | C | 546,011 | (1) | (1) | Common Stock | 546,011 | (1) | 2,652,530 | D(2) | ||||
| Series D Preferred Stock | (1) | 10/26/2021 | C | 850,491 | (1) | (1) | Common Stock | 850,491 | (1) | 3,503,021 | D(2) | ||||
| Series D Preferred Stock | (1) | 10/26/2021 | C | 3,503,021 | (1) | (1) | Common Stock | 3,503,021 | (1) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| 2. The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors"), together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The 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 13 in which the Indirect Reporting Persons have no pecuniary interest. |
| 3. Represents $6,257,308.36 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. |
| 4. Represents $6,018,574.40 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. |
| 5. Represents $5,851,915.34 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. |
| 6. Represents $5,688,578.14 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. |
| 7. Represents $6,173,219.88 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. |
| 8. Represents $9,615,676.10 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. |
| Remarks: |
| /s/ Sasha Keough, attorney-in-fact | 10/28/2021 | |
| ** 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 4 (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. | ||