NEW ENTERPRISE ASSOCIATES 13 LP - 26 Oct 2021 Form 4 Insider Report for MINERVA SURGICAL INC

Role: 10%+ Owner
Signature: /s/ Sasha Keough, attorney-in-fact
Issuer symbol: UTRS on OTC
Transactions as of: 26 Oct 2021
Net transactions value: -$24,005,272
Form type: 4
Filing time: 28 Oct 2021, 21:05:50 UTC
Previous filing: 21 Oct 2021
Next filing: 07 Dec 2021
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		+596,183			596,183	26 Oct 2021	Direct	F1, F2
transaction	UTRS	Common Stock	Conversion of derivative security		+1,190,212	+200%		1,786,395	26 Oct 2021	Direct	F1, F2
transaction	UTRS	Common Stock	Conversion of derivative security		+3,409,709	+191%		5,196,104	26 Oct 2021	Direct	F1, F2
transaction	UTRS	Common Stock	Conversion of derivative security		+3,503,021	+67%		8,699,125	26 Oct 2021	Direct	F1, F2
transaction	UTRS	Common Stock	Purchase	$15,600,000	+1,300,000	+15%	$12.00	9,999,125	26 Oct 2021	Direct	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	Series B Preferred Stock	Conversion of derivative security		-596,183	-100%		0	26 Oct 2021	Common Stock	596,183		Direct	F1, F2
transaction	UTRS	Series C Preferred Stock	Conversion of derivative security		-1,190,212	-100%		0	26 Oct 2021	Common Stock	1,190,212		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		-3,409,709	-100%		0	26 Oct 2021	Common Stock	3,409,709		Direct	F1, F2
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	$6,257,308				0	26 Oct 2021	Series D Preferred Stock	553,449	$11.31	Direct	F2, F3
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	$6,018,574				0	26 Oct 2021	Series D Preferred Stock	532,334	$11.31	Direct	F2, F4
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	$5,851,915				0	26 Oct 2021	Series D Preferred Stock	517,593	$11.31	Direct	F2, F5
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	$5,688,578				0	26 Oct 2021	Series D Preferred Stock	503,146	$11.31	Direct	F2, F6
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	$6,173,220				0	26 Oct 2021	Series D Preferred Stock	546,012	$11.31	Direct	F2, F7
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	$9,615,676				0	26 Oct 2021	Series D Preferred Stock	850,492	$11.31	Direct	F2, F8
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+553,449			553,449	26 Oct 2021	Common Stock	553,449		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+532,333	+96%		1,085,782	26 Oct 2021	Common Stock	532,333		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+517,592	+48%		1,603,374	26 Oct 2021	Common Stock	517,592		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+503,145	+31%		2,106,519	26 Oct 2021	Common Stock	503,145		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+546,011	+26%		2,652,530	26 Oct 2021	Common Stock	546,011		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+850,491	+32%		3,503,021	26 Oct 2021	Common Stock	850,491		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		-3,503,021	-100%		0	26 Oct 2021	Common Stock	3,503,021		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	The Series B Preferred Stock, Series C Preferred Stock and 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 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, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602.
F4	Represents $6,018,574.40 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 $5,851,915.34 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 $5,688,578.14 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 $6,173,219.88 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 $9,615,676.10 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.