Johnson & Johnson Form 4 CVRx / & JOHNSON JOHNSON 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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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^*

JOHNSON & JOHNSON

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CVRx, Inc. [ CVRX ]

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)
02/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2024		X		607,725	A	$0.158	4,103,300	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/16/2024		S⁽²⁾		3,725	D	$25.81	4,099,575	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		158	A	$0.237	4,099,733	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		189	A	$0.237	4,099,922	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		165	A	$0.237	4,100,087	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		118	A	$0.237	4,100,205	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		71	A	$0.237	4,100,276	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		23	A	$0.237	4,100,299	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		85	A	$0.237	4,100,384	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		758	A	$0.237	4,101,142	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		489	A	$0.237	4,101,631	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		584	A	$0.237	4,102,215	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		300	A	$0.237	4,102,515	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		442	A	$1.186	4,102,957	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		142	A	$1.186	4,103,099	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		252	A	$3.955	4,103,351	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Common Stock	02/29/2024		M		79	A	$5.141	4,103,430	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$0.158	02/16/2024		X			607,225	⁽³⁾	⁽³⁾	Common Stock	607,225	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾⁽⁴⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			158	⁽⁵⁾	11/18/2024	Common Stock	158	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			189	⁽⁵⁾	08/06/2025	Common Stock	189	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			165	⁽⁵⁾	08/06/2025	Common Stock	165	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			118	⁽⁵⁾	08/06/2025	Common Stock	118	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			71	⁽⁵⁾	08/06/2025	Common Stock	71	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			23	⁽⁵⁾	08/06/2025	Common Stock	23	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			85	⁽⁵⁾	11/09/2025	Common Stock	85	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			758	⁽⁵⁾	02/01/2027	Common Stock	758	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			489	⁽⁵⁾	02/01/2027	Common Stock	489	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			584	⁽⁵⁾	02/15/2028	Common Stock	584	$0	0⁽⁶⁾	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$0.237	02/29/2024		M			300	⁽⁵⁾	02/15/2028	Common Stock	300	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$1.186	02/29/2024		M			442	⁽⁵⁾	11/28/2028	Common Stock	442	$0	0⁽⁷⁾	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$1.186	02/29/2024		M			142	⁽⁵⁾	11/28/2028	Common Stock	142	$0	0	I	By Johnson & Johnson Innovation - JJDC, Inc⁽¹⁾
Stock Option (Right to Buy)	$3.955	02/29/2024		M			252	⁽⁵⁾	12/05/2029	Common Stock	252	$0	0⁽⁸⁾	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾
Stock Option (Right to Buy)	$5.141	02/29/2024		M			79	⁽⁵⁾	01/04/2031	Common Stock	79	$0	0⁽⁹⁾	I	By Johnson & Johnson Innovation - JJDC, Inc.⁽¹⁾

1. Name and Address of Reporting Person^*

JOHNSON & JOHNSON

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Johnson & Johnson Innovation - JJDC, Inc.

(Last)

(First)

(Middle)

410 GEORGE STREET

(Street)

NEW BRUNSWICK

08901

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities reported as being indirectly beneficially owned by Johnson & Johnson, the designated Reporting Person, are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc. ("JJDC"), a wholly-owned subsidiary of Johnson & Johnson.

2. On February 16, 2024, JJDC exercised the Warrant to purchase 607,725 shares of Common Stock and paid the exercise price (adjusted per the net exercise terms of the Warrant) on a cashless basis, resulting in the withholding of 3,725 of the Warrant shares to pay the exercise price and issuance to JJDC of the remaining 604,000 shares.

3. The Warrant became exercisable for Common Stock upon the closing of the Issuer's initial public offering and was to expire on the earlier of (i) an acquisition or asset transfer involving the Issuer or (ii) 180 days after receipt of the data from the post-market stage of the Issuer's BeAT-HF pivotal trial.

4. The Warrant was transferred to JJDC from Biosense Webster, Inc., also a wholly-owned subsidiary of Johnson & Johnson, on February 14, 2024.

5. Fully vested.

6. 174 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.

7. 316 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.

8. 506 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.

9. 1,185 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.

	Johnson & Johnson By: /s/ Marc Larkins, Secretary	03/06/2024
	Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Jill McManus, Assistant Treasurer	03/06/2024
	** 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).
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Johnson & Johnson (JNJ) Form 4CVRx / & JOHNSON JOHNSON ownership change