Statement of Changes in Beneficial Ownership (4)
December 27 2022 - 6:10PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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HighCape Capital, L.P. |
2. Issuer Name and Ticker or Trading Symbol
AZIYO BIOLOGICS, INC.
[
AZYO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
36 CHURCH LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2022 |
(Street)
WESTPORT, CT 06880
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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 Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Stock Option (Right to Buy) | $3.80 | 12/22/2022 | | A | | 17533 | | (1) | 12/21/2032 | Class A Common Stock | 17533 | $0 | 17533 | I | See footnote (2) |
Explanation of Responses: |
(1) | This option vests in full and shall be fully exercisable on June 20, 2023, subject to Mr. Rakin's continuing in service on the Issuer's board of directors through the vesting date. |
(2) | Granted to Kevin L. Rakin as non-employee member of the Issuer's board of directors. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HighCape Capital, L.P. 36 CHURCH LANE WESTPORT, CT 06880 | X | X |
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HIGHCAPE PARTNERS, L.P. 36 CHURCH LANE WESTPORT, CT 06880 |
| X |
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HIGHCAPE PARTNERS QP, L.P. 36 CHURCH LANE WESTPORT, CT 06880 |
| X |
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HighCape Partners GP, LLC 36 CHURCH LANE WESTPORT, CT 06880 |
| X |
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HighCape Partners GP, L.P. 36 CHURCH LANE WESTPORT, CT 06880 |
| X |
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HighCape Co-Investment Vehicle I, LLC 36 CHURCH LANE WESTPORT, CT 06880 |
| X |
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HighCape Co-Investment Vehicle II, LLC 36 CHURCH LANE WESTPORT, CT 06880 | X | X |
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HighCape Capital, LLC 36 CHURCH LANE WESTPORT, CT 06880 |
| X |
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Zuga Matt 36 CHURCH LANE WESTPORT, CT 06880 | X | X |
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RAKIN KEVIN 36 CHURCH LANE WESTPORT, CT 06880 | X | X |
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Signatures
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/s/ Kevin L. Rakin | | 12/27/2022 |
**Signature of Reporting Person | Date |
/s/ W. Matthew Zuga | | 12/27/2022 |
**Signature of Reporting Person | Date |
HighCape Partners GP, LLC By: /s/ W. Matthew Zuga, Managing Member | | 12/27/2022 |
**Signature of Reporting Person | Date |
HighCape Partners GP, L.P. By: /s/ W. Matthew Zuga, Managing Member | | 12/27/2022 |
**Signature of Reporting Person | Date |
HighCape Partners, L.P. By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member | | 12/27/2022 |
**Signature of Reporting Person | Date |
HighCape Partners QP, L.P. By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member | | 12/27/2022 |
**Signature of Reporting Person | Date |
HighCape Capital, L.P. By: /s/ W. Matthew Zuga, Managing Member | | 12/27/2022 |
**Signature of Reporting Person | Date |
HighCape Capital, LLC By: /s/ W. Matthew Zuga | | 12/27/2022 |
**Signature of Reporting Person | Date |
HighCape Co-Investment Vehicle I, LLC By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member | | 12/27/2022 |
**Signature of Reporting Person | Date |
HighCape Co-Investment Vehicle II, LLC By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member | | 12/27/2022 |
**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 control number. |
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