SEC Filing | CVRx

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SEC FORM 3 SEC Form 3

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^*

JOHNSON & JOHNSON

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
CVRx, Inc. [ CVRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series D-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	101,958	⁽²⁾	I	See footnote⁽³⁾
Series E-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	163,123	⁽²⁾	I	See footnote⁽³⁾
Series F-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	191,864	⁽²⁾	I	See footnote⁽³⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,038,630	⁽⁴⁾	I	See footnote⁽³⁾
Warrant to Purchase Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	607,725	0.4	I	See footnote⁽⁶⁾
Stock Option (Right to Buy)	⁽⁷⁾	12/14/2023	Common Stock	237	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	11/18/2024	Common Stock	158	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	08/06/2025	Common Stock	189	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	08/06/2025	Common Stock	165	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	08/06/2025	Common Stock	118	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	08/06/2025	Common Stock	71	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	08/06/2025	Common Stock	23	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	11/09/2025	Common Stock	85	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	02/01/2027	Common Stock	758	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁷⁾	02/01/2027	Common Stock	489	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁸⁾	02/15/2028	Common Stock	758	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁸⁾	02/15/2028	Common Stock	300	0.237	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁹⁾	11/28/2028	Common Stock	758	1.186	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽⁹⁾	11/28/2028	Common Stock	142	1.186	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽¹⁰⁾	12/05/2029	Common Stock	758	3.955	I	See footnote⁽³⁾
Stock Option (Right to Buy)	⁽¹¹⁾	01/04/2031	Common Stock	1,264	5.141	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

JOHNSON & JOHNSON

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Johnson & Johnson Innovation - JJDC, Inc.

(Last)

(First)

(Middle)

410 GEORGE STREET

(Street)

NEW BRUNSWICK

08901

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of preferred stock is convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion ratio for no additional consideration and has no expiration date. The shares of preferred stock will automatically convert into shares of Common Stock at the then-applicable conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares) upon the closing of the Issuer's initial public offering. The conversion rates reported reflect the conversion ratios under the Issuer's certificate of incorporation, adjusted to give effect to the previously effected 1-for-39.548 reverse stock split of the Common Stock.

2. Shares of Series D-2 Preferred Stock, Series E-2 Preferred Stock and Series F-2 Preferred Stock are convertible into shares of Common Stock at a rate of 1-for-0.025857287.

3. These securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person.

4. Shares of Series G Preferred Stock are convertible into shares of Common Stock at a rate of 1-for-0.0632143218.

5. The Warrant to Purchase Series G Preferred Shares shall become exercisable for Common Stock upon the closing of the Issuer's initial public offering and expires on the earlier of (i) an acquisition or asset transfer involving the Issuer or (ii) 180 days after receipt of the data from a certain clinical trial.

6. These securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Biosense Webster, Inc., an affiliate of Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person.

7. Fully vested.

8. Vests as to 1/48th of the shares each month commencing March 16, 2018.

9. Vests as to 1/48th of the shares each month commencing December 29, 2018.

10. Vests as to 1/48th of the shares each month commencing January 6, 2020.

11. Vests as to 1/48th of the shares each month commencing January 11, 2021.

Remarks:

	Johnson & Johnson By: /s/ Matthew Orlando, Secretary	06/29/2021
	Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Sergio Calvo-Regueros, Assistant Treasurer	06/29/2021
	** 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.