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Filing Details

Accession Number:: 0001209191-21-061994
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-28 21:05:50
Reporting Period:: 2021-10-26

Accepted Time:: 2021-10-28 21:05:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1452965	Minerva Surgical Inc	UTRS	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1235112	J Patrick Kerins	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1277631	Forest Baskett	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1452907	New Enterprise Associates 13 Lp	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1460751	Nea 13 Gp, Ltd	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1460752	Nea Partners 13, Limited Partnership	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-10-26	596,183	$0.00	596,183	No	4	C	Direct
Common Stock	Acquisiton	2021-10-26	1,190,212	$0.00	1,786,395	No	4	C	Direct
Common Stock	Acquisiton	2021-10-26	3,409,709	$0.00	5,196,104	No	4	C	Direct
Common Stock	Acquisiton	2021-10-26	3,503,021	$0.00	8,699,125	No	4	C	Direct
Common Stock	Acquisiton	2021-10-26	1,300,000	$12.00	9,999,125	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Disposition	2021-10-26	596,183	$0.00	596,183	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-10-26	1,190,212	$0.00	1,190,212	$0.00
Common Stock	Series D Preferred Stock	Disposition	2021-10-26	3,409,709	$0.00	3,409,709	$0.00
Series D Preferred Stock	Subordinated Secured Convertible Promissory Note	Disposition	2021-10-26	0	$0.00	553,449	$11.31
Series D Preferred Stock	Subordinated Secured Convertible Promissory Note	Disposition	2021-10-26	0	$0.00	532,334	$11.31
Series D Preferred Stock	Subordinated Secured Convertible Promissory Note	Disposition	2021-10-26	0	$0.00	517,593	$11.31
Series D Preferred Stock	Subordinated Secured Convertible Promissory Note	Disposition	2021-10-26	0	$0.00	503,146	$11.31
Series D Preferred Stock	Subordinated Secured Convertible Promissory Note	Disposition	2021-10-26	0	$0.00	546,012	$11.31
Series D Preferred Stock	Subordinated Secured Convertible Promissory Note	Disposition	2021-10-26	0	$0.00	850,492	$11.31
Common Stock	Series D Preferred Stock	Acquisiton	2021-10-26	553,449	$0.00	553,449	$0.00
Common Stock	Series D Preferred Stock	Acquisiton	2021-10-26	532,333	$0.00	532,333	$0.00
Common Stock	Series D Preferred Stock	Acquisiton	2021-10-26	517,592	$0.00	517,592	$0.00
Common Stock	Series D Preferred Stock	Acquisiton	2021-10-26	503,145	$0.00	503,145	$0.00
Common Stock	Series D Preferred Stock	Acquisiton	2021-10-26	546,011	$0.00	546,011	$0.00
Common Stock	Series D Preferred Stock	Acquisiton	2021-10-26	850,491	$0.00	850,491	$0.00
Common Stock	Series D Preferred Stock	Disposition	2021-10-26	3,503,021	$0.00	3,503,021	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
553,449	No	4	C	Direct
1,085,782	No	4	C	Direct
1,603,374	No	4	C	Direct
2,106,519	No	4	C	Direct
2,652,530	No	4	C	Direct
3,503,021	No	4	C	Direct
0	No	4	C	Direct

Footnotes

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.