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