Sec Form 3 Filing - JOHNSON & JOHNSON @ CVRx, Inc. - 2021-06-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JOHNSON & JOHNSON
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)
(Last) (First) (Middle)
ONE JOHNSON & JOHNSON PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
06/29/2021
(Street)
NEW BRUNSWICK, NJ08933
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D-2 Preferred Stock ( 2 ) ( 1 ) ( 1 ) Common Stock 101,958 I See footnote ( 3 )
Series E-2 Preferred Stock ( 2 ) ( 1 ) ( 1 ) Common Stock 163,123 I See footnote ( 3 )
Series F-2 Preferred Stock ( 2 ) ( 1 ) ( 1 ) Common Stock 191,864 I See footnote ( 3 )
Series G Preferred Stock ( 4 ) ( 1 ) ( 1 ) Common Stock 3,038,630 I See footnote ( 3 )
Warrant to Purchase Series G Preferred Stock $ 0.4 ( 5 ) ( 5 ) Common Stock 607,725 I See footnote ( 6 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 12/14/2023 Common Stock 237 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 11/18/2024 Common Stock 158 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 08/06/2025 Common Stock 189 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 08/06/2025 Common Stock 165 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 08/06/2025 Common Stock 118 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 08/06/2025 Common Stock 71 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 08/06/2025 Common Stock 23 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 11/09/2025 Common Stock 85 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 02/01/2027 Common Stock 758 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 7 ) 02/01/2027 Common Stock 489 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 8 ) 02/15/2028 Common Stock 758 I See footnote ( 3 )
Stock Option (Right to Buy) $ 0.237 ( 8 ) 02/15/2028 Common Stock 300 I See footnote ( 3 )
Stock Option (Right to Buy) $ 1.186 ( 9 ) 11/28/2028 Common Stock 758 I See footnote ( 3 )
Stock Option (Right to Buy) $ 1.186 ( 9 ) 11/28/2028 Common Stock 142 I See footnote ( 3 )
Stock Option (Right to Buy) $ 3.955 ( 10 ) 12/05/2029 Common Stock 758 I See footnote ( 3 )
Stock Option (Right to Buy) $ 5.141 ( 11 ) 01/04/2031 Common Stock 1,264 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NJ08933
X
Johnson & Johnson Innovation - JJDC, Inc.
410 GEORGE STREET
NEW BRUNSWICK, NJ08901
X
Signatures
Johnson & Johnson By: /s/ Matthew Orlando, Secretary 06/29/2021
Signature of Reporting Person Date
Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Sergio Calvo-Regueros, Assistant Treasurer 06/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )Shares of Series G Preferred Stock are convertible into shares of Common Stock at a rate of 1-for-0.0632143218.
( 5 )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.
( 6 )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.
( 7 )Fully vested.
( 8 )Vests as to 1/48th of the shares each month commencing March 16, 2018.
( 9 )Vests as to 1/48th of the shares each month commencing December 29, 2018.
( 10 )Vests as to 1/48th of the shares each month commencing January 6, 2020.
( 11 )Vests as to 1/48th of the shares each month commencing January 11, 2021.

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).
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