Sec Form 4 Filing - NEW ENTERPRISE ASSOCIATES 13 LP @ MINERVA SURGICAL INC - 2021-10-26

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 NEW ENTERPRISE ASSOCIATES 13 LP 2. Issuer Name and Ticker or Trading Symbol MINERVA SURGICAL INC [ UTRS] 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) 10/26/2021 (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 10/26/2021 C 596,183 A 596,183 D ( 2 ) Common Stock 10/26/2021 C 1,190,212 A 1,786,395 D ( 2 ) Common Stock 10/26/2021 C 3,409,709 A 5,196,104 D ( 2 ) Common Stock 10/26/2021 C 3,503,021 A 8,699,125 D ( 2 ) Common Stock 10/26/2021 P 1,300,000 A $ 12 9,999,125 D ( 2 )

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 Securiti es (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 B Preferred Stock ( 1 ) 10/26/2021 C 596,183 ( 1 ) ( 1 ) Common Stock 596,183 ( 1 ) 0 D ( 2 ) Series C Preferred Stock ( 1 ) 10/26/2021 C 1,190,212 ( 1 ) ( 1 ) Common Stock 1,190,212 ( 1 ) 0 D ( 2 ) Series D Preferred Stock ( 1 ) 10/26/2021 C 3,409,709 ( 1 ) ( 1 ) Common Stock 3,409,709 ( 1 ) 0 D ( 2 ) Subordinated Secured Convertible Promissory Note $ 11.306 10/26/2021 C ( 3 ) ( 3 ) Series D Preferred Stock 553,449 ( 3 ) 0 D ( 2 ) Subordinated Secured Convertible Promissory Note $ 11.306 10/26/2021 C ( 4 ) ( 4 ) Series D Preferred Stock 532,334 ( 4 ) 0 D ( 2 ) Subordinated Secured Convertible Promissory Note $ 11.306 10/26/2021 C ( 5 ) ( 5 ) Series D Preferred Stock 517,593 ( 5 ) 0 D ( 2 ) Subordinated Secured Convertible Promissory Note $ 11.306 10/26/2021 C ( 6 ) ( 6 ) Series D Preferred Stock 503,146 ( 6 ) 0 D ( 2 ) Subordinated Secured Convertible Promissory Note $ 11.306 10/26/2021 C ( 7 ) ( 7 ) Series D Preferred Stock 546,012 ( 7 ) 0 D ( 2 ) Subordinated Secured Convertible Promissory Note $ 11.306 10/26/2021 C ( 8 ) ( 8 ) Series D Preferred Stock 850,492 ( 8 ) 0 D ( 2 ) Series D Preferred Stock ( 1 ) 10/26/2021 C 553,449 ( 1 ) ( 1 ) Common Stock 553,449 ( 1 ) 553,449 D ( 2 ) Series D Preferred Stock ( 1 ) 10/26/2021 C 532,333 ( 1 ) ( 1 ) Common Stock 532,333 ( 1 ) 1,085,782 D ( 2 ) Series D Preferred Stock ( 1 ) 10/26/2021 C 517,592 ( 1 ) ( 1 ) Common Stock 517,592 ( 1 ) 1,603,374 D ( 2 ) Series D Preferred Stock ( 1 ) 10/26/2021 C 503,145 ( 1 ) ( 1 ) Common Stock 503,145 ( 1 ) 2,106,519 D ( 2 ) Series D Preferred Stock ( 1 ) 10/26/2021 C 546,011 ( 1 ) ( 1 ) Common Stock 546,011 ( 1 ) 2,652,530 D ( 2 ) Series D Preferred Stock ( 1 ) 10/26/2021 C 850,491 ( 1 ) ( 1 ) Common Stock 850,491 ( 1 ) 3,503,021 D ( 2 ) Series D Preferred Stock ( 1 ) 10/26/2021 C 3,503,021 ( 1 ) ( 1 ) Common Stock 3,503,021 ( 1 ) 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEW ENTERPRISE ASSOCIATES 13 LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA Partners 13, Limited Partnership 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA 13 GP, Ltd 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X BASKETT FOREST 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X KERINS PATRICK J 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 10/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. ( 2 )The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors"), together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The 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 13 in which the Indirect Reporting Persons have no pecuniary interest. ( 3 )Represents $6,257,308.36 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. ( 4 )Represents $6,018,574.40 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. ( 5 )Represents $5,851,915.34 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. ( 6 )Represents $5,688,578.14 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. ( 7 )Represents $6,173,219.88 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. ( 8 )Represents $9,615,676.10 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602.

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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