Sec Form 3/A Filing - JAFFE ROSS A MD @ MINERVA SURGICAL INC - 2021-10-21

FORM 3/A 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 JAFFE ROSS A MD 2. Issuer Name and Ticker or Trading Symbol MINERVA SURGICAL INC [ UTRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MINERVA SURGICAL, INC., 4255 BURTON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/21/2021 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 10/21/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Subordinated Secured Convertible Promissory Note ( 1 ) ( 1 ) ( 1 ) Series D Preferred Stock ( 1 ) I See Footnote( 2 ) Subordinated Secured Convertible Promissory Note ( 3 ) ( 3 ) ( 3 ) Series D Preferred Stock ( 3 ) I See Footnote( 2 ) Subordinated Secured Convertible Promissory Note ( 4 ) ( 4 ) ( 4 ) Series D Preferred Stock ( 4 ) I See Footnote( 2 ) Subordinated Secured Convertible Promissory Note ( 5 ) ( 5 ) ( 5 ) Series D Preferred Stock ( 5 ) I See Footnote( 6 ) Subordinated Secured Convertible Promissory Note ( 7 ) ( 7 ) ( 7 ) Series D Preferred Stock ( 7 ) I See Footnote( 6 ) Subordinated Secured Convertible Promissory Note ( 8 ) ( 8 ) ( 8 ) Series D Preferred Stock ( 8 ) I See Footnote( 6 ) Subordinated Secured Convertible Promissory Note ( 9 ) ( 9 ) ( 9 ) Series D Preferred Stock ( 9 ) I See Footnote( 6 ) Subordinated Secured Convertible Promissory Note ( 10 ) ( 10 ) ( 10 ) Series D Preferred Stock ( 10 ) I See Footnote( 11 ) Subordinated Secured Convertible Promissory Note ( 12 ) ( 12 ) ( 12 ) Series D Preferred Stock ( 12 ) I See Footnote( 11 ) Subordinated Secured Convertible Promissory Note ( 13 ) ( 13 ) ( 13 ) Series D Preferred Stock ( 13 ) I See Footnote( 11 ) Subordinated Secured Convertible Promissory Note ( 14 ) ( 14 ) ( 14 ) Series D Preferred Stock ( 14 ) I See Footnote( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JAFFE ROSS A MD C/O MINERVA SURGICAL, INC. 4255 BURTON DRIVE SANTA CLARA, CA95054 X Signatures Robin Praeger, Attorney-in-fact for Ross A Jaffe MD 12/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents $395,813.73 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 Convertible Preferred Stock at a conversion price per share of appr oximately $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. ( 2 )The securities are held by The Jaffe Family Trust dtd 7/9/91 of which Ross A Jaffe is a trustee. ( 3 )Represents $395,556.98 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 Convertible 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 $279,941.92 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 Convertible 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 $818,269.09 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 Convertible 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 )The securities are held by Versant Venture Capital IV, L.P. ("Versant IV"). Versant Ventures IV, LLC ("Versant Ventures IV GP") is the general partner of Versant IV. The Reporting Person is a managing director of Versant Ventures IV GP and may be deemed to share voting and dispositive power over the shares held by Versant IV; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein. ( 7 )Represents $787,049.83 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 Convertible 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. ( 8 )Represents $775,985.84 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 Convertible 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. ( 9 )Represents $834,568.37 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 Convertible 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. ( 10 )Represents $5,154.72 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 Convertible 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. ( 11 )The securities are held by Versant Side Fund IV, L.P. ("Versant Side Fund IV"). Versant Ventures IV GP is the general partner of Versant Side Fund IV. The Reporting Person is a managing director of Versant Ventures IV GP and may be deemed to share voting and dispositive power over the shares held by Versant Side Fund IV; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein. ( 12 )Represents $4,958.05 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 Convertible 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. ( 13 )Represents $4,888.35 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 Convertible 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. ( 14 )Represents $5,257.39 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 Convertible 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: This amended Form 3 is being filed to correct an inadvertent omission from the Form 3 filed on October 21, 2021 (the "Prior Form 3"), which omitted the shares held by each of Versant Venture Capital IV, L.P. and Versant Side Fund IV, L.P. This amended Form 3 amends and restates in its entirety the transactions reported in the Prior Form 3.

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).

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