Statement of Changes in Beneficial Ownership (4)
24 June 2022 - 06:07AM
Edgar (US Regulatory)
FORM 4
[ ] 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
Estimated average burden
hours per response... 0.5 |
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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 * Mills C
Randal |
2. Issuer Name and Ticker or Trading
Symbol AZIYO BIOLOGICS, INC. [ AZYO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Interim President and CEO |
(Last)
(First)
(Middle)
C/O AZIYO BIOLOGICS, INC., 12510 PROSPERITY DRIVE, SUITE
370 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/21/2022
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(Street)
SILVER SPRING, MD 20904
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
$6.39 |
6/21/2022 |
|
A |
|
273767 |
|
(1) |
6/20/2032 |
Class A Common Stock |
273767 |
$0 |
273767 |
D |
|
Stock Option (Right to Buy) |
$6.39 |
6/21/2022 |
|
A |
|
182511 |
|
(2) |
6/20/2032 |
Class A Common Stock |
182511 |
$0 |
182511 |
D |
|
Explanation of
Responses: |
(1) |
The option vests and becomes
exercisable as to one-third of the underlying shares upon the day
following the expiration of the Interim Period (as defined in the
Reporting Person's Employment Agreement dated June 21, 2022). The
remaining two-thirds of the underlying shares vest and become
exercisable, with respect to 25% of such shares, on June 21, 2023,
and, with respect to 75% of such shares, in twelve equal quarterly
installments thereafter, beginning on September 21, 2023, subject
to the Reporting Person's continuous employment with the Issuer
through the applicable vesting date. |
(2) |
The option vests and becomes
exercisable in four equal installments upon the Issuer's
achievement of a share price equal to or greater than $12.50,
$17.00, $25.00 and $37.00, in each case determined based on twenty
consecutive days of trading at or above the applicable threshold,
subject to the Reporting Person's continuous employment with the
Issuer through the applicable vesting date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Mills C Randal
C/O AZIYO BIOLOGICS, INC.
12510 PROSPERITY DRIVE, SUITE 370
SILVER SPRING, MD 20904 |
X |
|
Interim President and CEO |
|
Signatures
|
/s/ Jeffrey Hamet, Attorney-in-Fact for C Randal
Mills |
|
6/23/2022 |
**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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