0001209191-21-061316.txt : 20211021 0001209191-21-061316.hdr.sgml : 20211021 20211021200149 ACCESSION NUMBER: 0001209191-21-061316 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211021 FILED AS OF DATE: 20211021 DATE AS OF CHANGE: 20211021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERINS PATRICK J CENTRAL INDEX KEY: 0001235112 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211338356 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDELL SCOTT D CENTRAL INDEX KEY: 0001237289 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211338355 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BASKETT FOREST CENTRAL INDEX KEY: 0001277631 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211338357 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA Partners 13, Limited Partnership CENTRAL INDEX KEY: 0001460752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211338359 BUSINESS ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-244-0115 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES 13 LP CENTRAL INDEX KEY: 0001452907 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211338360 BUSINESS ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-244-0115 MAIL ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA 13 GP, Ltd CENTRAL INDEX KEY: 0001460751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211338358 BUSINESS ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-244-0115 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MINERVA SURGICAL INC CENTRAL INDEX KEY: 0001452965 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 263422906 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4255 BURTON DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: (855) 646-7874 MAIL ADDRESS: STREET 1: 4255 BURTON DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-21 0 0001452965 MINERVA SURGICAL INC UTRS 0001452907 NEW ENTERPRISE ASSOCIATES 13 LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001460752 NEA Partners 13, Limited Partnership 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001460751 NEA 13 GP, Ltd 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001277631 BASKETT FOREST 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001235112 KERINS PATRICK J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Series B Preferred Stock Common Stock 596183 D Series C Preferred Stock Common Stock 1190212 D Series D Preferred Stock Common Stock 3409709 D Subordinated Secured Convertible Promissory Note Series D Preferred Stock D Subordinated Secured Convertible Promissory Note Series D Preferred Stock D Subordinated Secured Convertible Promissory Note Series D Preferred Stock D Subordinated Secured Convertible Promissory Note Series D Preferred Stock D Subordinated Secured Convertible Promissory Note Series D Preferred Stock D Subordinated Secured Convertible Promissory Note Series D Preferred Stock D 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. 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. 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. 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. 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. 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. 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. 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. /s/ Sasha Keough, attorney in fact 2021-10-21