SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Behbahani Ali

(Last) (First) (Middle)
1954 GREENSPRING DRIVE
SUITE 600

(Street)
TIMONIUM MD 21093

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2021
3. Issuer Name and Ticker or Trading Symbol
MINERVA SURGICAL INC [ UTRS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) (1) Common Stock 281 (1) D
Series C Preferred Stock (1) (1) Common Stock 704 (1) D
Series D Preferred Stock (1) (1) Common Stock 4,196 (1) D
Subordinated Secured Convertible Promissory Note (2) (2) Series D Preferred Stock (2) (2) D
Subordinated Secured Convertible Promissory Note (3) (3) Series D Preferred Stock (3) (3) D
Subordinated Secured Convertible Promissory Note (4) (4) Series D Preferred Stock (4) (4) D
Subordinated Secured Convertible Promissory Note (5) (5) Series D Preferred Stock (5) (5) D
Subordinated Secured Convertible Promissory Note (6) (6) Series D Preferred Stock (6) (6) D
Subordinated Secured Convertible Promissory Note (7) (7) Series D Preferred Stock (7) (7) D
Explanation of Responses:
1. Each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of the Issuer'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.
2. Represents $6,155.15 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 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.
3. Represents $5,920.31 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 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.
4. Represents $5,837.08 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 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.
5. Represents $5,674.16 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 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.
6. Represents $5,436.88 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 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.
7. Represents $8,398.26 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 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.
Remarks:
/s/ Sasha Keough, attorney in fact 10/21/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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