Ross A. Jaffe Md - Oct 21, 2021 Form 3/A - Amendment Insider Report for MINERVA SURGICAL INC (UTRS)

Role
Director
Signature
Robin Praeger, Attorney-in-fact for Ross A Jaffe MD
Stock symbol
UTRS
Transactions as of
Oct 21, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
2/10/2022, 06:04 PM
Date Of Original Report
Oct 21, 2021
Next filing
Dec 8, 2021

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
holding UTRS Series C Preferred Stock Oct 21, 2021 Common Stock 879K See Footnote F1, F2
holding UTRS Series C Preferred Stock Oct 21, 2021 Common Stock 5.54K See Footnote F1, F3
holding UTRS Series D Preferred Stock Oct 21, 2021 Common Stock 500K See Footnote F1, F2
holding UTRS Series D Preferred Stock Oct 21, 2021 Common Stock 3.15K See Footnote F1, F3
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F4, F5
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F5, F6
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F5, F7
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F2, F8
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F2, F9
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F2, F10
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F2, F11
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F3, F12
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F3, F13
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F3, F14
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock See Footnote F3, F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series C Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of the Company's common stock ("Common Stock") at a 1:1 ratio in connection with the Company's initial public offering. The Preferred Stock has 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 $395,813.73 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F5 The securities are held by The Jaffe Family Trust dtd 7/9/91 of which Ross A Jaffe is a trustee.
F6 Represents $395,556.98 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F7 Represents $279,941.92 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F8 Represents $818,269.09 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F9 Represents $787,049.83 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F10 Represents $775,985.84 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F11 Represents $834,568.37 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F12 Represents $5,154.72 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F13 Represents $4,958.05 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F14 Represents $4,888.35 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.
F15 Represents $5,257.39 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

Remarks:

This amended Form 3 is being filed to correct an inadvertent omission from the Form 3 filed on October 21, 2021, as amended on December 8, 2021 (the "Prior Form 3"), which omitted the Preferred Stock shares held by each of Versant Venture Capital IV, L.P. and Versant Side Fund IV, L.P. This amended Form 3 amends and restates in its entirety the transactions reported in the Prior Form 3.