SEC Form 4: GLAXOSMITHKLINE PLC converted options into 700,772 units of Common Stock and bought $4,950,000 worth of Common Stock (275,000 units at $18.00)
$GSK
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CVRx, Inc. [ CVRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 1,505 | A | (2) | 33,316 | I | See Footnote(4) | ||
| Common Stock | 07/02/2021 | C | 12,979 | A | (2) | 46,295 | I | See Footnote(4) | ||
| Common Stock | 07/02/2021 | C | 14,917 | A | (2) | 61,212 | I | See Footnote(4) | ||
| Common Stock | 07/02/2021 | C | 8,380 | A | (2) | 69,592 | I | See Footnote(4) | ||
| Common Stock | 07/02/2021 | C | 27,345 | A | (2) | 96,937 | I | See Footnote(4) | ||
| Common Stock | 07/02/2021 | C | 635,646 | A | (3) | 732,583 | I | See Footnote(4) | ||
| Common Stock | 07/02/2021 | P(1) | 275,000 | A | $18 | 1,007,583 | I | See Footnote(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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-2 Preferred Stock | (2) | 07/02/2021 | C | 59,527 | (2) | (2) | Common Stock | 1,505 | $0 | 0 | I | See Footnote(4) | |||
| Series C-2 Preferred Stock | (2) | 07/02/2021 | C | 513,312 | (2) | (2) | Common Stock | 12,979 | $0 | 0 | I | See Footnote(4) | |||
| Series D-2 Preferred Stock | (2) | 07/02/2021 | C | 589,939 | (2) | (2) | Common Stock | 14,917 | $0 | 0 | I | See Footnote(4) | |||
| Series E-2 Preferred Stock | (2) | 07/02/2021 | C | 331,399 | (2) | (2) | Common Stock | 8,380 | $0 | 0 | I | See Footnote(4) | |||
| Series F-2 Preferred Stock | (2) | 07/02/2021 | C | 1,081,434 | (2) | (2) | Common Stock | 27,345 | $0 | 0 | I | See Footnote(4) | |||
| Series G Preferred Stock | (3) | 07/02/2021 | C | 10,055,408 | (3) | (3) | Common Stock | 635,646 | $0 | 0 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. Glaxo Group Limited acquired 275,000 Common Stock of the Issuer in connection with the Issuer's initial public offering. |
| 2. The Series B-2 Preferred Stock, Series C-2 Preferred Stock, Series D-2 Preferred Stock, Series E-2 Preferred Stock and Series F-2 Preferred Stock automatically converted into common stock on a 1-for-0.025857287 basis (in each case, subject to the payment of cash in lieu of any fractional shares) without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
| 3. The Series G Preferred Stock automatically converted into common stock on a 1-for-0.0632143218 basis (subject to the payment of cash in lieu of any fractional shares) without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
| 4. The shares reported herein are held of record by Action Potential Venture Capital Limited, an indirect, wholly owned subsidiary of GlaxoSmithKline plc (the "Reporting Person"). |
| 5. The shares reported herein are held of record by Glaxo Group Limited, an indirect, wholly-owned subsidiary of the Reporting Person. |
| /s/ Victoria Whyte | 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 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). | ||
| 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. | ||