Sec Form 13G Filing - Vensana Capital I GP LLC filing for CVRx Inc. (CVRX) - 2024-02-06

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 Vensana Capital I GP, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 1,711,355 shares of Common Stock (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 1,711,355 shares of Common Stock (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,711,355 shares of Common Stock (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ;

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 8.2% (2)

 TYPE OF REPORTING PERSON (see instructions)

 OO

All such shares are held of record by Vensana I (as defined in Item 2(a) of the Original Schedule 13G). Vensana GP I (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 20,815,635 shares of Common Stock outstanding as of October 24, 2023, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission (the “Commission”) on October 31, 2023 (the “Form 10-Q”).

 NAMES OF REPORTING PERSONS

 Vensana Capital I, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 1,711,355 shares of Common Stock (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 1,711,355 shares of Common Stock (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,711,355 shares of Common Stock (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 8.2% (2)

 TYPE OF REPORTING PERSON (see instructions)

 PN

All such shares are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 20,815,635 shares of Common Stock outstanding as of October 24, 2023, as reported by the Issuer in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Kirk Nielsen

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 38,367 shares of Common Stock (1)

 SHARED VOTING POWER

 1,711,355 shares of Common Stock (2)

 SOLE DISPOSITIVE POWER

 38,367 shares of Common Stock (1)

 SHARED DISPOSITIVE POWER

 1,711,355 shares of Common Stock (2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,749,722 shares of Common Stock (1) (2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 8.4% (3)

 TYPE OF REPORTING PERSON (see instructions)

 IN

All such shares of the Issuer’s Common Stock are subject to stock option awards that have been granted to Kirk Nielsen in his capacity as a director of the Issuer and that are exercisable as of or within 60 days of filing this Amendment (as defined in the Introductory Note below).

All such shares are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 20,854,002 shares of Common Stock, calculated as follows: (i) 38,367 shares of the Issuer’s Common Stock subject to stock option awards that have been granted to Kirk Nielsen in his capacity as a director of the Issuer and that are exercisable as of or within 60 days of the filing of this Amendment plus (ii) 20,815,635 shares of the Issuer’s Common Stock outstanding as of October 24, 2023, as reported by the Issuer in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Peter Justin Klein

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 1,711,355 shares of Common Stock (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 1,711,355 shares of Common Stock (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,711,355 shares of Common Stock (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 8.2% (2)

 TYPE OF REPORTING PERSON (see instructions)

 IN

All such shares are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 20,815,635 shares of Common Stock outstanding as of October 24, 2023, as reported by the Issuer in the Form 10-Q.

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

*

*

*

*

/s/ Steven Schwen

This Schedule 13G was executed pursuant to a Power of Attorney. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.]