SEC Filing | CVRx

View:

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NEA PARTNERS 10 L P

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CVRx, Inc. [ CVRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2021		C		58,175	A	⁽¹⁾	58,175	I	See Note 2⁽²⁾
Common Stock	07/02/2021		C		57,241	A	⁽¹⁾	115,416	I	See Note 2⁽²⁾
Common Stock	07/02/2021		C		71,077	A	⁽¹⁾	186,493	I	See Note 2⁽²⁾
Common Stock	07/02/2021		C		80,178	A	⁽¹⁾	266,671	I	See Note 2⁽²⁾
Common Stock	07/02/2021		C		83,396	A	⁽¹⁾	350,067	I	See Note 2⁽²⁾
Common Stock	07/02/2021		C		253,605	A	⁽¹⁾	603,672	I	See Note 2⁽²⁾
Common Stock	07/02/2021		C		1,196,911	A	⁽³⁾	1,800,583	I	See Note 2⁽²⁾
Common Stock	07/02/2021		P		225,500	A	$18	2,026,083	I	See Note 2⁽²⁾
Common Stock	07/02/2021		C		14,933	A	⁽¹⁾	16,317	I	See Note 4⁽⁴⁾
Common Stock	07/02/2021		C		9,333	A	⁽¹⁾	25,650	I	See Note 4⁽⁴⁾
Common Stock	07/02/2021		C		10,371	A	⁽¹⁾	36,021	I	See Note 4⁽⁴⁾
Common Stock	07/02/2021		C		19,666	A	⁽¹⁾	55,687	I	See Note 4⁽⁴⁾
Common Stock	07/02/2021		C		92,951	A	⁽³⁾	148,638	I	See Note 4⁽⁴⁾
Common Stock	07/02/2021		P		24,750	A	$18	173,388	I	See Note 4⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-2 Preferred Stock	⁽¹⁾	07/02/2021		C			2,300,708	⁽⁵⁾	⁽⁵⁾	Common Stock	58,175	$0.00	0	I	See Note 2⁽²⁾
Series B-2 Preferred Stock	⁽¹⁾	07/02/2021		C			2,263,778	⁽⁵⁾	⁽⁵⁾	Common Stock	57,241	$0.00	0	I	See Note 2⁽²⁾
Series C-2 Preferred Stock	⁽¹⁾	07/02/2021		C			2,810,950	⁽⁵⁾	⁽⁵⁾	Common Stock	71,077	$0.00	0	I	See Note 2⁽²⁾
Series D-2 Preferred Stock	⁽¹⁾	07/02/2021		C			3,170,896	⁽⁵⁾	⁽⁵⁾	Common Stock	80,178	$0.00	0	I	See Note 2⁽²⁾
Series E-2 Preferred Stock	⁽¹⁾	07/02/2021		C			3,298,154	⁽⁵⁾	⁽⁵⁾	Common Stock	83,396	$0.00	0	I	See Note 2⁽²⁾
Series F-2 Preferred Stock	⁽¹⁾	07/02/2021		C			10,029,566	⁽⁵⁾	⁽⁵⁾	Common Stock	253,605	$0.00	0	I	See Note 2⁽²⁾
Series G Preferred Stock	⁽³⁾	07/02/2021		C			18,934,168	⁽⁵⁾	⁽⁵⁾	Common Stock	1,196,911	$0.00	0	I	See Note 2⁽²⁾
Series B-2 Preferred Stock	⁽¹⁾	07/02/2021		C			590,551	⁽⁵⁾	⁽⁵⁾	Common Stock	14,933	$0.00	0	I	See Note 4⁽⁴⁾
Series C-2 Preferred Stock	⁽¹⁾	07/02/2021		C			369,115	⁽⁵⁾	⁽⁵⁾	Common Stock	9,333	$0.00	0	I	See Note 4⁽⁴⁾
Series D-2 Preferred Stock	⁽¹⁾	07/02/2021		C			410,162	⁽⁵⁾	⁽⁵⁾	Common Stock	10,371	$0.00	0	I	See Note 4⁽⁴⁾
Series F-2 Preferred Stock	⁽¹⁾	07/02/2021		C			777,752	⁽⁵⁾	⁽⁵⁾	Common Stock	19,666	$0.00	0	I	See Note 4⁽⁴⁾
Series G Preferred Stock	⁽³⁾	07/02/2021		C			1,470,416	⁽⁵⁾	⁽⁵⁾	Common Stock	92,951	$0.00	0	I	See Note 4⁽⁴⁾

1. Name and Address of Reporting Person^*

NEA PARTNERS 10 L P

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SANDELL SCOTT D

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each share of Series A-2 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock, Series E-2 Convertible Preferred Stock and Series F-2 Convertible Preferred Stock automatically converted into shares of common stock at a rate of 1-for-0.025857287.

2. The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, the sole general partner of NEA 10, and Scott D. Sandell, the individual general partner of NEA Partners 10 (NEA Partners 10 and Mr. Sandell, together, the "NEA 10 Indirect Reporting Persons"). The NEA 10 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 10 in which the NEA 10 Indirect Reporting Persons have no pecuniary interest.

3. Upon the closing of the Issuer's initial public offering, each share of Series G Convertible Preferred Stock automatically converted into shares of common stock at a rate of 1-for-0.0632143218.

4. The securities are directly held by New Enterprise Associates 8A, Limited Partnership ("NEA 8A") and are indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 8A, and Scott D. Sandell, the individual general partner of NEA Partners 10 (NEA Partners 10 and Mr. Sandell, together, the "NEA 8A Indirect Reporting Persons"). The NEA 8A 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 8A in which the NEA 8A Indirect Reporting Persons have no pecuniary interest.

5. Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of common stock at the then-appliable conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares). 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.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	07/07/2021
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.