4//SEC Filing
HighCape Capital, L.P. 4
Accession 0001104659-20-114637
CIK 0001708527other
Filed
Oct 12, 8:00 PM ET
Accepted
Oct 13, 9:57 PM ET
Size
32.8 KB
Accession
0001104659-20-114637
Insider Transaction Report
Form 4
HighCape Capital, L.P.
Director10% Owner
Transactions
- Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying) - Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
HIGHCAPE PARTNERS, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote) - Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
HIGHCAPE PARTNERS QP, L.P.
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying) - Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote) - Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
HighCape Partners GP, LLC
10% Owner
Transactions
- Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
HighCape Partners GP, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
Transactions
- Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying) - Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
HighCape Capital, LLC
10% Owner
Transactions
- Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying) - Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote) - Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
Zuga Matt
Director10% Owner
Transactions
- Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote) - Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
RAKIN KEVIN
Director10% Owner
Transactions
- Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying) - Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
Transactions
- Exercise of In-Money
Class A Common Stock
2020-10-13$5.44/sh+7,655$41,662→ 4,070,106 total(indirect: Footnote) - Conversion
Series A Convertible Preferred Stock
2020-10-13−31,133,977→ 0 total(indirect: Footnote)→ Class A Common Stock (4,062,451 underlying) - Conversion
Class A Common Stock
2020-10-13+4,062,451→ 4,062,451 total(indirect: Footnote) - Tax Payment
Class A Common Stock
2020-10-13$5.44/sh−2,451$13,339→ 4,067,655 total(indirect: Footnote) - Purchase
Class A Common Stock
2020-10-13$17.00/sh+441,176$7,499,992→ 4,508,831 total(indirect: Footnote) - Exercise of In-Money
Warrant
2020-10-13−7,655→ 0 total(indirect: Footnote)Exercise: $5.44From: 2017-03-27Exp: 2027-03-01→ Class A Common Stock (7,655 underlying)
Holdings
- 31,845(indirect: By Trust)
Class A Common Stock
Footnotes (6)
- [F1]Consists of (i) 43,255 shares of Class A common stock held by HighCape Partners, L.P.; (ii) 3,211,838 shares of Class A common stock held by HighCape Partners QP, L.P.; (iii) 499,145 shares of Class A common stock held by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Class A common stock held by HighCape Co-Investment Vehicle II, LLC and (v) 48,931 shares of Class A common stock held by HighCape Capital, L.P.
- [F2]Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which in turn is the general partner of HighCape Partners GP, L.P., which in turn is the general partner of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which in turn is the general partner of HighCape Capital, L.P. Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held by HighCape Partners, L.P. and HighCape Partners QP, L.P., and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P.
- [F3]In addition, Mr. Zuga is the managing member of each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC and may be deemed to beneficially own the securities held by such entities. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.
- [F4]HighCape Partners QP, L.P. is the record holder of these securities.
- [F5]Consists of (i) 49,118 shares of Class A common stock held by HighCape Partners, L.P.; (ii) 3,652,355 shares of Class A common stock held by HighCape Partners QP, L.P.; (iii) 499,145 shares of Class A common stock held by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Class A common stock held by HighCape Co-Investment Vehicle II, LLC and (v) 48,931 shares of Class A common stock held by HighCape Capital, L.P.
- [F6]Each share of Series A preferred stock was automatically converted into 0.071659417 shares of Class A common stock upon the closing of the Issuer's initial public offering. In addition, immediately prior to the consummation of the Issuer's underwritten initial public offering of its Class A common stock, each holder of Series A preferred stockholders received, for each share of Series A preferred stock then held, 0.820876470 shares of Class A common stock (the quotient of $13.9549 divided by $17.00, the price per share of Class A common stock in such offering).
Documents
Issuer
AZIYO BIOLOGICS, INC.
CIK 0001708527
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001826279
Filing Metadata
- Form type
- 4
- Filed
- Oct 12, 8:00 PM ET
- Accepted
- Oct 13, 9:57 PM ET
- Size
- 32.8 KB