X0206 3/A 2021-10-21 2021-10-21 0 0001452965 MINERVA SURGICAL INC UTRS 0001181338 JAFFE ROSS A MD C/O MINERVA SURGICAL, INC. 4255 BURTON DRIVE SANTA CLARA CA 95054 1 0 0 0 Series C Preferred Stock Common Stock 878947 I See Footnote Series C Preferred Stock Common Stock 5536 I See Footnote Series D Preferred Stock Common Stock 499843 I See Footnote Series D Preferred Stock Common Stock 3148 I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Subordinated Secured Convertible Promissory Note Series D Preferred Stock I See Footnote Each share of 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 held by Versant Venture Capital IV, L.P. ("Versant IV"). Versant Ventures IV, LLC ("Versant Ventures IV GP") is the general partner of Versant IV. The Reporting Person is a managing director of Versant Ventures IV GP and may be deemed to share voting and dispositive power over the shares held by Versant IV; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein. The securities are held by Versant Side Fund IV, L.P. ("Versant Side Fund IV"). Versant Ventures IV GP is the general partner of Versant Side Fund IV. The Reporting Person is a managing director of Versant Ventures IV GP and may be deemed to share voting and dispositive power over the shares held by Versant Side Fund IV; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein. Represents $395,813.73 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 Convertible 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. The securities are held by The Jaffe Family Trust dtd 7/9/91 of which Ross A Jaffe is a trustee. Represents $395,556.98 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 Convertible 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 $279,941.92 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 Convertible 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 $818,269.09 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 Convertible 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 $787,049.83 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 Convertible 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 $775,985.84 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 Convertible 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 $834,568.37 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 Convertible 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 $5,154.72 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 Convertible 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 $4,958.05 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 Convertible 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 $4,888.35 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 Convertible 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 $5,257.39 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 Convertible 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. This amended Form 3 is being filed to correct an inadvertent omission from the Form 3 filed on October 21, 2021, as amended on December 8, 2021 (the "Prior Form 3"), which omitted the Preferred Stock shares held by each of Versant Venture Capital IV, L.P. and Versant Side Fund IV, L.P. This amended Form 3 amends and restates in its entirety the transactions reported in the Prior Form 3. Robin Praeger, Attorney-in-fact for Ross A Jaffe MD 2022-02-10