FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                       
1. Name and Address of Reporting Person * HighCape Capital, L.P. 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                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
36 CHURCH LANE		 3. Date of Earliest Transaction (MM/DD/YYYY)
12/22/2022
(Street)
WESTPORT, CT 06880
(City)        (State)        (Zip)
 4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
 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 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)  $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
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HighCape Capital, L.P.
36 CHURCH LANE
WESTPORT, CT 06880		 X X

HIGHCAPE PARTNERS, L.P.
36 CHURCH LANE
WESTPORT, CT 06880
X

HIGHCAPE PARTNERS QP, L.P.
36 CHURCH LANE
WESTPORT, CT 06880
X

HighCape Partners GP, LLC
36 CHURCH LANE
WESTPORT, CT 06880
X

HighCape Partners GP, L.P.
36 CHURCH LANE
WESTPORT, CT 06880
X

HighCape Co-Investment Vehicle I, LLC
36 CHURCH LANE
WESTPORT, CT 06880
X

HighCape Co-Investment Vehicle II, LLC
36 CHURCH LANE
WESTPORT, CT 06880		 X X

HighCape Capital, LLC
36 CHURCH LANE
WESTPORT, CT 06880
X

Zuga Matt
36 CHURCH LANE
WESTPORT, CT 06880		 X X

RAKIN KEVIN
36 CHURCH LANE
WESTPORT, CT 06880		 X X


Signatures
/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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