Novo Holdings A/S - Oct 21, 2021 Form 3 Insider Report for MINERVA SURGICAL INC (UTRS)

Role: 10%+ Owner
Signature: /s/ Barbara Fiorini Due, General Counsel of Novo Holdings A/S
Stock symbol: UTRS
Transactions as of: Oct 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/21/2021, 07:33 PM
Previous filing: Jun 23, 2021
Next filing: Oct 27, 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 D REDEEMABLE CONVERTIBLE PREFERRED STOCK							Oct 21, 2021	COMMON STOCK	884K		Direct	F1
holding	UTRS	SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTES							Oct 21, 2021	COMMON STOCK	593K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series D Redeemable Convertible Preferred Stock is convertible into common stock on a 1-for-1 basis into the number of shares of common stock as shown in Column 3, which gives effect to the issuer's reverse stock split effected October 14, 2021, at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. These shares have no expiration date.
F2	The Subordinated Secured Convertible Promissory Notes convert 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 3, 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 without payment of further consideration. The notes have a maturity date of June 30, 2023.

Content

The Series D Redeemable Convertible Preferred Stock is convertible into common stock on a 1-for-1 basis into the number of shares of common stock as shown in Column 3, which gives effect to the issuer's reverse stock split effected October 14, 2021, at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. These shares have no expiration date.

The Subordinated Secured Convertible Promissory Notes convert 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 3, 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 without payment of further consideration. The notes have a maturity date of June 30, 2023.