New Enterprise Associates 13 Lp - Oct 21, 2021 Form 3 Insider Report for MINERVA SURGICAL INC (UTRS)

Role
10%+ Owner
Signature
/s/ Sasha Keough, attorney in fact
Stock symbol
UTRS
Transactions as of
Oct 21, 2021
Transactions value $
$0
Form type
3
Date filed
10/21/2021, 08:01 PM
Previous filing
May 21, 2021
Next filing
Oct 28, 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 B Preferred Stock Oct 21, 2021 Common Stock 596K Direct F1, F2
holding UTRS Series C Preferred Stock Oct 21, 2021 Common Stock 1.19M Direct F1, F2
holding UTRS Series D Preferred Stock Oct 21, 2021 Common Stock 3.41M Direct F1, F2
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock Direct F2, F3
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock Direct F2, F4
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock Direct F2, F5
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock Direct F2, F6
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock Direct F2, F7
holding UTRS Subordinated Secured Convertible Promissory Note Oct 21, 2021 Series D Preferred Stock Direct F2, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series B Preferred Stock, 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 directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors"), together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 13 in which the Indirect Reporting Persons have no pecuniary interest.
F3 Represents $6,257,308.36 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 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.
F4 Represents $6,018,574.40 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 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 Represents $5,851,915.34 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 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.
F6 Represents $5,688,578.14 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 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 $6,173,219.88 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 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 $9,615,676.10 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 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.