0001209191-21-061994.txt : 20211028 0001209191-21-061994.hdr.sgml : 20211028 20211028210550 ACCESSION NUMBER: 0001209191-21-061994 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211026 FILED AS OF DATE: 20211028 DATE AS OF CHANGE: 20211028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERINS PATRICK J CENTRAL INDEX KEY: 0001235112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211360233 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDELL SCOTT D CENTRAL INDEX KEY: 0001237289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211360232 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BASKETT FOREST CENTRAL INDEX KEY: 0001277631 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211360234 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211360236 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211360237 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40919 FILM NUMBER: 211360235 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-26 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 Common Stock 2021-10-26 4 C 0 596183 A 596183 D Common Stock 2021-10-26 4 C 0 1190212 A 1786395 D Common Stock 2021-10-26 4 C 0 3409709 A 5196104 D Common Stock 2021-10-26 4 C 0 3503021 A 8699125 D Common Stock 2021-10-26 4 P 0 1300000 12.00 A 9999125 D Series B Preferred Stock 2021-10-26 4 C 0 596183 D Common Stock 596183 0 D Series C Preferred Stock 2021-10-26 4 C 0 1190212 D Common Stock 1190212 0 D Series D Preferred Stock 2021-10-26 4 C 0 3409709 D Common Stock 3409709 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 6257308.36 D Series D Preferred Stock 553449 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 6018574.40 D Series D Preferred Stock 532334 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 5851915.34 D Series D Preferred Stock 517593 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 5688578.14 D Series D Preferred Stock 503146 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 6173219.88 D Series D Preferred Stock 546012 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 9615676.10 D Series D Preferred Stock 850492 0 D Series D Preferred Stock 2021-10-26 4 C 0 553449 A Common Stock 553449 553449 D Series D Preferred Stock 2021-10-26 4 C 0 532333 A Common Stock 532333 1085782 D Series D Preferred Stock 2021-10-26 4 C 0 517592 A Common Stock 517592 1603374 D Series D Preferred Stock 2021-10-26 4 C 0 503145 A Common Stock 503145 2106519 D Series D Preferred Stock 2021-10-26 4 C 0 546011 A Common Stock 546011 2652530 D Series D Preferred Stock 2021-10-26 4 C 0 850491 A Common Stock 850491 3503021 D Series D Preferred Stock 2021-10-26 4 C 0 3503021 D Common Stock 3503021 0 D 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. 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, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. 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. 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. 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. 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. 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. /s/ Sasha Keough, attorney-in-fact 2021-10-28