Sec Form 4 Filing - NEA PARTNERS 10 L P @ CVRx, Inc. - 2021-07-02

Insider filing report for Changes in Beneficial Ownership
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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
NEA PARTNERS 10 L P
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)
1954 GREENSPRING DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2021
(Street)
TIMONIUM, MD21093
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 07/02/2021 C 58,175 A 58,175 I See Note 2 ( 2 )
Common Stock 07/02/2021 C 57,241 A 115,416 I See Note 2 ( 2 )
Common Stock 07/02/2021 C 71,077 A 186,493 I See Note 2 ( 2 )
Common Stock 07/02/2021 C 80,178 A 266,671 I See Note 2 ( 2 )
Common Stock 07/02/2021 C 83,396 A 350,067 I See Note 2 ( 2 )
Common Stock 07/02/2021 C 253,605 A 603,672 I See Note 2 ( 2 )
Common Stock 07/02/2021 C 1,196,911 A 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 16,317 I See Note 4 ( 4 )
Common Stock 07/02/2021 C 9,333 A 25,650 I See Note 4 ( 4 )
Common Stock 07/02/2021 C 10,371 A 36,021 I See Note 4 ( 4 )
Common Stock 07/02/2021 C 19,666 A 55,687 I See Note 4 ( 4 )
Common Stock 07/02/2021 C 92,951 A 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 (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 A-2 Preferred Stock ( 1 ) 07/02/2021 C 2,300,708 ( 5 ) ( 5 ) Common Stock 58,175 $ 0 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 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 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 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 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 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 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 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 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 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 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 0 I See Note 4 ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEA PARTNERS 10 L P
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
Signatures
/s/ Sasha Keough, attorney-in-fact 07/07/2021
Signature of Reporting Person Date
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 inco rporation, adjusted to give effect to the previously effected 1-for-39.548 reverse stock split of the common stock.

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