Ross A. Jaffe MD - 26 Oct 2021 Form 4/A - Amendment Insider Report for MINERVA SURGICAL INC

Role
Director
Signature
Robin Praeger, Attorney-in-fact for Ross A Jaffe MD
Issuer symbol
UTRS on OTC
Transactions as of
26 Oct 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
08 Dec 2021, 16:06:55 UTC
Date Of Original Report
28 Oct 2021
Previous filing
08 Dec 2021
Next filing
14 Jun 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UTRS Common Stock Conversion of derivative security +284,437 284,437 26 Oct 2021 See Footnote F1, F2
transaction UTRS Common Stock Conversion of derivative security +1,789 1,789 26 Oct 2021 See Footnote F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -818,269 -100% $0.000000* 0 26 Oct 2021 Series D Preferred Stock 72,374 $11.31 See Footnote F2, F4
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -787,050 -100% $0.000000* 0 26 Oct 2021 Series D Preferred Stock 69,613 $11.31 See Footnote F2, F5
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -775,986 -100% $0.000000* 0 26 Oct 2021 Series D Preferred Stock 68,634 $11.31 See Footnote F2, F6
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -834,568 -100% $0.000000* 0 26 Oct 2021 Series D Preferred Stock 73,816 $11.31 See Footnote F2, F7
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -5,155 -100% $0.000000* 0 26 Oct 2021 Series D Preferred Stock 455 $11.31 See Footnote F3, F8
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -4,958 -100% $0.000000* 0 26 Oct 2021 Series D Preferred Stock 438 $11.31 See Footnote F3, F9
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -4,888 -100% $0.000000* 0 26 Oct 2021 Series D Preferred Stock 432 $11.31 See Footnote F3, F10
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -5,257 -100% $0.000000* 0 26 Oct 2021 Series D Preferred Stock 464 $11.31 See Footnote F3, F11
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +72,374 $0.000000 72,374 26 Oct 2021 Common Stock 72,374 See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +69,613 +96% $0.000000 141,987 26 Oct 2021 Common Stock 69,613 See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +68,634 +48% $0.000000 210,621 26 Oct 2021 Common Stock 68,634 See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +73,816 +35% $0.000000 284,437 26 Oct 2021 Common Stock 73,816 See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +455 $0.000000 455 26 Oct 2021 Common Stock 455 See Footnote F1, F3
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +438 +96% $0.000000 893 26 Oct 2021 Common Stock 438 See Footnote F1, F3
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +432 +48% $0.000000 1,325 26 Oct 2021 Common Stock 432 See Footnote F1, F3
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +464 +35% $0.000000 1,789 26 Oct 2021 Common Stock 464 See Footnote F1, F3
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -72,374 -25% $0.000000 212,063 26 Oct 2021 Common Stock 72,374 See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -69,613 -33% $0.000000 142,450 26 Oct 2021 Common Stock 69,613 See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -68,634 -48% $0.000000 73,816 26 Oct 2021 Common Stock 68,634 See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -73,816 -100% $0.000000* 0 26 Oct 2021 Common Stock 73,816 See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -455 -25% $0.000000 1,334 26 Oct 2021 Common Stock 455 See Footnote F1, F3
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -438 -33% $0.000000 896 26 Oct 2021 Common Stock 438 See Footnote F1, F3
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -432 -48% $0.000000 464 26 Oct 2021 Common Stock 432 See Footnote F1, F3
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -464 -100% $0.000000* 0 26 Oct 2021 Common Stock 464 See Footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The 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.
F2 The securities are held by Versant Venture Capital IV, L.P. ("Versant IV"). Versant Ventures IV, LLC ("Versant Ventures IV GP") is the general partner of Versant IV. The Reporting Person is a managing director of Versant Ventures IV GP and may be deemed to share voting and dispositive power over the shares held by Versant IV; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
F3 The securities are held by Versant Side Fund IV, L.P. ("Versant Side Fund IV"). Versant Ventures IV GP is the general partner of Versant Side Fund IV. The Reporting Person is a managing director of Versant Ventures IV GP and may be deemed to share voting and dispositive power over the shares held by Versant Side Fund IV; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
F4 Represents $818,269.09 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.
F5 Represents $787,049.83 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.
F6 Represents $775,985.84 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.
F7 Represents $834,568.37 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.
F8 Represents $5,154.72 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.
F9 Represents $4,958.05 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.
F10 Represents $4,888.35 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.
F11 Represents $5,257.39 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:

2/2. Since there are more than 30 rows associated with the applicable transactions and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, this Form 4 is being filed in conjunction with a second Form 4 by the Reporting Person. The two Form 4s filed by the Reporting Person on the date hereof should be read together as on consolidated filing. This amended Form 4 is being filed to correct an inadvertent omission from the Form 4 filed on October 28, 2021 (the "Prior Form 4"), which omitted the shares held by each of Versant Venture Capital IV, L.P. and Versant Side Fund IV, L.P. This amended Form 4 amends and restates in its entirety the transactions reported in the Prior Form 4.