Initial Statement of Beneficial Ownership (3)
16 December 2022 - 08:32AM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
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 * HighCape
Partners GP II, LLC |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
12/5/2022
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3. Issuer Name and Ticker or Trading
Symbol AZIYO BIOLOGICS, INC. [AZYO] |
|
(Last)
(First)
(Middle)
36 CHURCH LANE |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
WESTPORT, CT 06880
(City)
(State)
(Zip)
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5. 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
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
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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) |
|
Class A Common Stock |
735000 |
I |
See footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
|
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of
Responses: |
| (1) |
Includes 15,023 shares of
Class A Common Stock held of record by HighCape Partners II, L.P.
and 719,977 shares of Class A Common Stock held of record by
HighCape Partners QP II, L.P. |
| (2) |
Kevin Rakin and W. Matthew
Zuga, members of Issuer's board of directors, are the managing
members of HighCape Partners GP II, LLC, which is the general
partner of HighCape Partners GP II, L.P., which is the general
partner of each of HighCape Partners II, L.P. and HighCape Partners
QP II, L.P. |
| (3) |
The securities reported
herein do not include: (i) 53,818 shares of Class A Common Stock
held of record by HighCape Partners, L.P.; (ii) 4,001,428 shares of
Class A Common Stock held of record by HighCape Partners QP, L.P.;
(iii) 499,145 shares of Class A Common Stock held of record by
HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Class
A Common Stock held of record by HighCape Co-Investment Vehicle II,
LLC; and (v) 48,931 shares of Class A Common Stock held of record
by HighCape Capital, L.P., which securities were included on a Form
4 filed by those entities on December 7, 2022. |
Remarks:
Following the filing of this Form 3, the reporting persons will
file Section 16 reports jointly with HighCape Capital, L.P.,
HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape
Partners GP, LLC, HighCape Partners GP, L.P., HighCape
Co-Investment Vehicle I, LLC, HighCape Co-Investment Vehicle II,
LLC, HighCape Capital, LLC, W. Matthew Zuga and Kevin L. Rakin each
of which or whom have separately filed Section 16 reports with
regard to the securities reported herein. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
HighCape Partners GP II, LLC
36 CHURCH LANE
WESTPORT, CT 06880 |
|
X |
|
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HighCape Partners GP II, L.P.
36 CHURCH LANE
WESTPORT, CT 06880 |
|
X |
|
|
HighCape Partners QP II, L.P.
36 CHURCH LANE
WESTPORT, CT 06880 |
|
X |
|
|
HighCape Partners II, L.P.
36 CHURCH LANE
WESTPORT, CT 06880 |
|
X |
|
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Signatures
|
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HIGHCAPE PARTNERS GP II, LLC By: /s/ W. Matthew
Zuga, Managing Member |
|
12/15/2022 |
| **Signature
of Reporting Person |
Date |
|
HIGHCAPE PARTNERS GP II, L.P. By: HighCape
Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga,
Managing Member |
|
12/15/2022 |
| **Signature
of Reporting Person |
Date |
|
HIGHCAPE PARTNERS II, L.P. By: HighCape Partners
GP II, L.P., its general partner By: HighCape Partners GP II, LLC,
its general partner By: /s/ W. Matthew Zuga, Managing
Member |
|
12/15/2022 |
| **Signature
of Reporting Person |
Date |
|
HIGHCAPE PARTNERS QP II, L.P. By: HighCape
Partners GP II, L.P., its general partner By: HighCape Partners GP
II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing
Member |
|
12/15/2022 |
| **Signature
of Reporting Person |
Date |
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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 control number. |
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