New Enterprise Associates 13 Lp - Oct 26, 2021 Form 4 Insider Report for MINERVA SURGICAL INC (UTRS)

Role: 10%+ Owner
Signature: /s/ Sasha Keough, attorney-in-fact
Stock symbol: UTRS
Transactions as of: Oct 26, 2021
Transactions value $: -$24,005,272
Form type: 4
Date filed: 10/28/2021, 09:05 PM
Previous filing: Oct 21, 2021
Next filing: Dec 7, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UTRS	Common Stock	Conversion of derivative security		+596K			596K	Oct 26, 2021	Direct	F1, F2
transaction	UTRS	Common Stock	Conversion of derivative security		+1.19M	+199.64%		1.79M	Oct 26, 2021	Direct	F1, F2
transaction	UTRS	Common Stock	Conversion of derivative security		+3.41M	+190.87%		5.2M	Oct 26, 2021	Direct	F1, F2
transaction	UTRS	Common Stock	Conversion of derivative security		+3.5M	+67.42%		8.7M	Oct 26, 2021	Direct	F1, F2
transaction	UTRS	Common Stock	Purchase	$15.6M	+1.3M	+14.94%	$12.00	10M	Oct 26, 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		-596K	-100%		0	Oct 26, 2021	Common Stock	596K		Direct	F1, F2
transaction	UTRS	Series C Preferred Stock	Conversion of derivative security		-1.19M	-100%		0	Oct 26, 2021	Common Stock	1.19M		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		-3.41M	-100%		0	Oct 26, 2021	Common Stock	3.41M		Direct	F1, F2
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	-$6.26M				0	Oct 26, 2021	Series D Preferred Stock	553K	$11.31	Direct	F2, F3
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	-$6.02M				0	Oct 26, 2021	Series D Preferred Stock	532K	$11.31	Direct	F2, F4
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	-$5.85M				0	Oct 26, 2021	Series D Preferred Stock	518K	$11.31	Direct	F2, F5
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	-$5.69M				0	Oct 26, 2021	Series D Preferred Stock	503K	$11.31	Direct	F2, F6
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	-$6.17M				0	Oct 26, 2021	Series D Preferred Stock	546K	$11.31	Direct	F2, F7
transaction	UTRS	Subordinated Secured Convertible Promissory Note	Conversion of derivative security	-$9.62M				0	Oct 26, 2021	Series D Preferred Stock	850K	$11.31	Direct	F2, F8
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+553K			553K	Oct 26, 2021	Common Stock	553K		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+532K	+96.18%		1.09M	Oct 26, 2021	Common Stock	532K		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+518K	+47.67%		1.6M	Oct 26, 2021	Common Stock	518K		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+503K	+31.38%		2.11M	Oct 26, 2021	Common Stock	503K		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+546K	+25.92%		2.65M	Oct 26, 2021	Common Stock	546K		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		+850K	+32.06%		3.5M	Oct 26, 2021	Common Stock	850K		Direct	F1, F2
transaction	UTRS	Series D Preferred Stock	Conversion of derivative security		-3.5M	-100%		0	Oct 26, 2021	Common Stock	3.5M		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.