Sec Form 4 Filing - JOHNSON & JOHNSON @ CVRx, Inc. - 2024-02-16

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FORM 4
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)
02/16/2024
(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
Common Stock 02/16/2024 X 607,725 A $ 0.158 4,103,300 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/16/2024 S( 2 ) 3,725 D $ 25.81 4,099,575 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 158 A $ 0.237 4,099,733 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 189 A $ 0.237 4,099,922 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 165 A $ 0.237 4,100,087 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 118 A $ 0.237 4,100,205 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 71 A $ 0.237 4,100,276 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 23 A $ 0.237 4,100,299 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 85 A $ 0.237 4,100,384 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 758 A $ 0.237 4,101,142 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 489 A $ 0.237 4,101,631 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 584 A $ 0.237 4,102,215 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 300 A $ 0.237 4,102,515 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 442 A $ 1.186 4,102,957 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 142 A $ 1.186 4,103,099 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 252 A $ 3.955 4,103,351 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Common Stock 02/29/2024 M 79 A $ 5.141 4,103,430 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
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
Warrant to Purchase Common Stock $ 0.158 02/16/2024 X 607,225 ( 3 ) ( 3 ) Common Stock 607,225 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 ) ( 4 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 158 ( 5 ) 11/18/2024 Common Stock 158 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 189 ( 5 ) 08/06/2025 Common Stock 189 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 165 ( 5 ) 08/06/2025 Common Stock 165 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 118 ( 5 ) 08/06/2025 Common Stock 118 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 71 ( 5 ) 08/06/2025 Common Stock 71 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 23 ( 5 ) 08/06/2025 Common Stock 23 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 85 ( 5 ) 11/09/2025 Common Stock 85 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 758 ( 5 ) 02/01/2027 Common Stock 758 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 489 ( 5 ) 02/01/2027 Common Stock 489 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 584 ( 5 ) 02/15/2028 Common Stock 584 $ 0 0 ( 6 ) I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 0.237 02/29/2024 M 300 ( 5 ) 02/15/2028 Common Stock 300 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 1.186 02/29/2024 M 442 ( 5 ) 11/28/2028 Common Stock 442 $ 0 0 ( 7 ) I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 1.186 02/29/2024 M 142 ( 5 ) 11/28/2028 Common Stock 142 $ 0 0 I By Johnson & Johnson Innovation - JJDC, Inc ( 1 )
Stock Option (Right to Buy) $ 3.955 02/29/2024 M 252 ( 5 ) 12/05/2029 Common Stock 252 $ 0 0 ( 8 ) I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
Stock Option (Right to Buy) $ 5.141 02/29/2024 M 79 ( 5 ) 01/04/2031 Common Stock 79 $ 0 0 ( 9 ) I By Johnson & Johnson Innovation - JJDC, Inc. ( 1 )
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/ Marc Larkins, Secretary 03/06/2024
Signature of Reporting Person Date
Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Jill McManus, Assistant Treasurer 03/06/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported as being indirectly beneficially owned by Johnson & Johnson, the designated Reporting Person, are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc. ("JJDC"), a wholly-owned subsidiary of Johnson & Johnson.
( 2 )On February 16, 2024, JJDC exercised the Warrant to purchase 607,725 shares of Common Stock and paid the exercise price (adjusted per the net exercise terms of the Warrant) on a cashless basis, resulting in the withholding of 3,725 of the Warrant shares to pay the exercise price and issuance to JJDC of the remaining 604,000 shares.
( 3 )The Warrant became exercisable for Common Stock upon the closing of the Issuer's initial public offering and was to expire on the earlier of (i) an acquisition or asset transfer involving the Issuer or (ii) 180 days after receipt of the data from the post-market stage of the Issuer's BeAT-HF pivotal trial.
( 4 )The Warrant was transferred to JJDC from Biosense Webster, Inc., also a wholly-owned subsidiary of Johnson & Johnson, on February 14, 2024.
( 5 )Fully vested.
( 6 )174 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.
( 7 )316 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.
( 8 )506 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.
( 9 )1,185 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.

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