Sec Form 4 Filing - Skalnyi Evgueni V. @ MINERVA SURGICAL INC - 2022-05-02

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
Skalnyi Evgueni V.
2. Issuer Name and Ticker or Trading Symbol
MINERVA SURGICAL INC [ UTRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP Medical Affairs
(Last) (First) (Middle)
C/O MINERVA SURGICAL, INC., 4255 BURTON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/02/2022
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
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
Common Stock 05/02/2022 A 49,755( 1 ) A $ 0 244,725( 1 )( 2 )( 3 ) D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Skalnyi Evgueni V.
C/O MINERVA SURGICAL, INC.
4255 BURTON DRIVE
SANTA CLARA, CA95054
VP Medical Affairs
Signatures
Lenka Schvaigerova, Attorney-in-fact for Evgueni V. Skalnyi 08/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )49,755 of the securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 25% of the RSUs will vests on May 16, 2023, and additional 25% of the RSUs will vest annually thereafter, subject to the Reporting Person continuing as a service provider through each such date.
( 2 )20,250 of the securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 100% of the RSUs vest on on December 15, 2022, subject to the Reporting Person continuing as a service provider on such date.
( 3 )36,593 Shares were acquired pursuant to the exercise of an early-exercise option and remain subject to a right of repurchase by the Company, which shall lapse with respect to one-forty-eighth of the shares on June 10, 2019 and with respect to one-forty-eighth of the remaining shares each month thereafter.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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