Ross A. Jaffe Md - Oct 26, 2021 Form 4/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 26, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
2/10/2022, 06:15 PM
Date Of Original Report
Oct 28, 2021
Previous filing
Dec 8, 2021
Next filing
Jun 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UTRS Common Stock Conversion of derivative security +94.8K 94.8K Oct 26, 2021 See Footnote F1, F2

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 -396K -100% $0.00* 0 Oct 26, 2021 Series D Preferred Stock 35K $11.31 See Footnote F2, F3
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -396K -100% $0.00* 0 Oct 26, 2021 Series D Preferred Stock 35K $11.31 See Footnote F2, F4
transaction UTRS Subordinated Secured Convertible Promissory Note Conversion of derivative security $0 -280K -100% $0.00* 0 Oct 26, 2021 Series D Preferred Stock 24.8K $11.31 See Footnote F2, F5
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +35K $0.00 35K Oct 26, 2021 Common Stock 35K See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +35K +99.93% $0.00 70K Oct 26, 2021 Common Stock 35K See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 +24.8K +35.37% $0.00 94.8K Oct 26, 2021 Common Stock 24.8K See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -35K -36.95% $0.00 59.7K Oct 26, 2021 Common Stock 35K See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -35K -58.56% $0.00 24.8K Oct 26, 2021 Common Stock 35K See Footnote F1, F2
transaction UTRS Series D Preferred Stock Conversion of derivative security $0 -24.8K -100% $0.00* 0 Oct 26, 2021 Common Stock 24.8K See Footnote F1, F2
* 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 The Jaffe Family Trust dtd 7/9/91 of which Ross A Jaffe is a trustee.
F3 Represents $395,813.73 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.
F4 Represents $395,556.98 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 $279,941.92 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:

1/2. 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, as amended on December 8, 2021 (the "Prior Form 4"), which omitted the Series C Preferred Stock and Series D Preferred Stock 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.