Minerva Surgical (UTRS) Form 4 MINERVA SURGICAL / Holdings A/S Novo ownership change

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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X

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^*

Novo Holdings A/S

(Last) (First) (Middle)

TUBORG HAVNEVEJ 19

(Street)

HELLERUP G7 2900

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MINERVA SURGICAL INC [ UTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		884,484	A	(1)	884,484	D
COMMON STOCK	10/26/2021		C		592,648	A	(2)	1,477,132	D
COMMON STOCK	10/26/2021		P		580,000	A	$12(3)	2,057,132	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 D REDEEMABLE CONVERTIBLE PREFERRED STOCK	(1)	10/26/2021		C			884,484	(1)	(1)	COMMON STOCK	884,484	(1)	0	D
SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTES	(2)	10/26/2021		C			$5,550,060	(2)	(2)	COMMON STOCK	592,648	(2)	0	D

Explanation of Responses:

1. The Series D Redeemable Convertible Preferred Stock converted into common stock on a 1-for-1 basis into the number of shares of common stock as shown in Column 7, which gives effect to the issuer's reverse stock split effected October 14, 2021, automatically upon the closing of the Issuer's initial public offering ("IPO") without payment of further consideration. These shares have no expiration date.

2. The Subordinated Secured Convertible Promissory Notes converted into preferred stock, which converts into common stock on a 1-for-1 basis into the number of shares of common stock as shown in Column 7, which gives effect to the issuer's reverse stock split effected October 14, 2021, automatically upon the closing of the Issuer's IPO without payment of further consideration. The notes have a maturity date of June 30, 2023.

3. Represents a purchase from the underwriters in the Issuer's IPO.

Remarks:

	/s/ Barbara Fiorini Due, General Counsel of Novo Holdings A/S	10/27/2021
	** 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).
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