0000904454-21-000561.txt : 20210629 0000904454-21-000561.hdr.sgml : 20210629 20210629214500 ACCESSION NUMBER: 0000904454-21-000561 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210629 FILED AS OF DATE: 20210629 DATE AS OF CHANGE: 20210629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: NJ FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40545 FILM NUMBER: 211060237 BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 732-524-2455 MAIL ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnson & Johnson Innovation - JJDC, Inc. CENTRAL INDEX KEY: 0000924020 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40545 FILM NUMBER: 211060236 BUSINESS ADDRESS: STREET 1: 410 GEORGE STREET CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 BUSINESS PHONE: (732) 524-3218 MAIL ADDRESS: STREET 1: 410 GEORGE STREET CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 FORMER NAME: FORMER CONFORMED NAME: JOHNSON & JOHNSON DEVELOPMENT CORP ET AL DATE OF NAME CHANGE: 19940526 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CVRx, Inc. CENTRAL INDEX KEY: 0001235912 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 9201 WEST BROADWAY AVENUE STREET 2: SUITE 650 CITY: MINNEAPOLIS STATE: MN ZIP: 55445 BUSINESS PHONE: 7634162850 MAIL ADDRESS: STREET 1: 9201 WEST BROADWAY AVENUE STREET 2: SUITE 650 CITY: MINNEAPOLIS STATE: MN ZIP: 55445 FORMER COMPANY: FORMER CONFORMED NAME: CVRX INC DATE OF NAME CHANGE: 20030527 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2021-06-29 0 0001235912 CVRx, Inc. CVRX 0000200406 JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK NJ 08933 0 0 1 0 0000924020 Johnson & Johnson Innovation - JJDC, Inc. 410 GEORGE STREET NEW BRUNSWICK NJ 08901 0 0 1 0 Series D-2 Preferred Stock Common Stock 101958 I See footnote Series E-2 Preferred Stock Common Stock 163123 I See footnote Series F-2 Preferred Stock Common Stock 191864 I See footnote Series G Preferred Stock Common Stock 3038630 I See footnote Warrant to Purchase Series G Preferred Stock 0.4 Common Stock 607725 I See footnote Stock Option (Right to Buy) 0.237 2023-12-14 Common Stock 237 I See footnote Stock Option (Right to Buy) 0.237 2024-11-18 Common Stock 158 I See footnote Stock Option (Right to Buy) 0.237 2025-08-06 Common Stock 189 I See footnote Stock Option (Right to Buy) 0.237 2025-08-06 Common Stock 165 I See footnote Stock Option (Right to Buy) 0.237 2025-08-06 Common Stock 118 I See footnote Stock Option (Right to Buy) 0.237 2025-08-06 Common Stock 71 I See footnote Stock Option (Right to Buy) 0.237 2025-08-06 Common Stock 23 I See footnote Stock Option (Right to Buy) 0.237 2025-11-09 Common Stock 85 I See footnote Stock Option (Right to Buy) 0.237 2027-02-01 Common Stock 758 I See footnote Stock Option (Right to Buy) 0.237 2027-02-01 Common Stock 489 I See footnote Stock Option (Right to Buy) 0.237 2028-02-15 Common Stock 758 I See footnote Stock Option (Right to Buy) 0.237 2028-02-15 Common Stock 300 I See footnote Stock Option (Right to Buy) 1.186 2028-11-28 Common Stock 758 I See footnote Stock Option (Right to Buy) 1.186 2028-11-28 Common Stock 142 I See footnote Stock Option (Right to Buy) 3.955 2029-12-05 Common Stock 758 I See footnote Stock Option (Right to Buy) 5.141 2031-01-04 Common Stock 1264 I See footnote Each share of preferred stock is convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion ratio for no additional consideration and has no expiration date. The shares of preferred stock will automatically convert into shares of Common Stock at the then-applicable conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares) upon the closing of the Issuer's initial public offering. The conversion rates reported reflect the conversion ratios under the Issuer's certificate of incorporation, adjusted to give effect to the previously effected 1-for-39.548 reverse stock split of the Common Stock. Shares of Series D-2 Preferred Stock, Series E-2 Preferred Stock and Series F-2 Preferred Stock are convertible into shares of Common Stock at a rate of 1-for-0.025857287. These securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person. Shares of Series G Preferred Stock are convertible into shares of Common Stock at a rate of 1-for-0.0632143218. The Warrant to Purchase Series G Preferred Shares shall become exercisable for Common Stock upon the closing of the Issuer's initial public offering and expires on the earlier of (i) an acquisition or asset transfer involving the Issuer or (ii) 180 days after receipt of the data from a certain clinical trial. These securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Biosense Webster, Inc., an affiliate of Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person. Fully vested. Vests as to 1/48th of the shares each month commencing March 16, 2018. Vests as to 1/48th of the shares each month commencing December 29, 2018. Vests as to 1/48th of the shares each month commencing January 6, 2020. Vests as to 1/48th of the shares each month commencing January 11, 2021. Johnson & Johnson By: /s/ Matthew Orlando, Secretary 2021-06-29 Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Sergio Calvo-Regueros, Assistant Treasurer 2021-06-29