| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/29/2021 |
3. Issuer Name and Ticker or Trading Symbol
CVRx, Inc. [ CVRX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B-2 Preferred Stock | (1) | (1) | Common Stock | 1,505(2) | (1) | I | See footnote(8) |
| Series C-2 Preferred Stock | (3) | (3) | Common Stock | 12,979(2) | (3) | I | See footnote(8) |
| Series D-2 Preferred Stock | (4) | (4) | Common Stock | 14,917(2) | (4) | I | See footnote(8) |
| Series E-2 Preferred Stock | (5) | (5) | Common Stock | 8,380(2) | (5) | I | See footnote(8) |
| Series F-2 Preferred Stock | (6) | (6) | Common Stock | 27,345(2) | (6) | I | See footnote(8) |
| Series G Preferred Stock | (7) | (7) | Common Stock | 635,646(2) | (7) | I | See footnote(8) |
| Explanation of Responses: |
| 1. The shares of Series B-2 Preferred Stock are convertible at any time at the election of the holder without payment of further consideration. Each share of Series B-2 Preferred Stock will automatically convert into 0.025857287 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 2. Share numbers give effect to the reverse split of each share of the Issuer's Common Stock into 0.0252857287 shares of Common Stock, effected on June 22, 2021, which will be effective for the Preferred Stock upon its conversion to Common Stock upon the closing of the Issuer's initial public offering. |
| 3. The shares of Series C-2 Preferred Stock are convertible at any time at the election of the holder without payment of further consideration. Each share of Series C-2 Preferred Stock will automatically convert into 0.025857287 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 4. The shares of Series D-2 Preferred Stock are convertible at any time at the election of the holder without payment of further consideration. Each share of Series D-2 Preferred Stock will automatically convert into 0.025857287 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 5. The shares of Series E-2 Preferred Stock are convertible at any time at the election of the holder without payment of further consideration. Each share of Series E-2 Preferred Stock will automatically convert into 0.025857287 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 6. The shares of Series F-2 Preferred Stock are convertible at any time at the election of the holder without payment of further consideration. Each share of Series F-2 Preferred Stock will automatically convert into 0.025857287 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 7. The shares of Series G Preferred Stock are convertible at any time at the election of the holder without payment of further consideration. Each share of Series G Preferred Stock will automatically convert into 0.0632143218 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 8. The shares reported herein are held of record by Action Potential Venture Capital, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc (the "Reporting Person"). |
| Victoria Whyte, Authorized Signatory, GlaxoSmithKline plc | 07/06/2021 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||