Statement of Changes in Beneficial Ownership (4)
15 12월 2022 - 11:32PM
Edgar (US Regulatory)
FORM 4
[X]
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
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BLUTT MITCHELL J MD |
2. Issuer Name and Ticker or Trading Symbol
Surrozen, Inc./DE
[
SRZN
]
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5. 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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(Last)
(First)
(Middle)
1370 AVENUE OF THE AMERICAS, SUITE 3301 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2022 |
(Street)
NEW YORK, NY 10019
(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
_
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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Common Stock | 12/14/2022 | | S | | 1748750 | D | (1) | 0 | I | By Consonance Capital Master Account LP (2)(3) |
Common Stock | 12/14/2022 | | S | | 1297922 | D | (4) | 0 | I | By Consonance Capital Opportunity Master Fund, LP (5)(6) |
Common Stock | 12/14/2022 | | S | | 450827 | D | (7) | 0 | I | By Managed Account (8) |
Common Stock | 12/14/2022 | | S | | 1885000 | D | (9) | 0 | I | By Consonance Life Sciences, LLC (10) |
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 |
Warrants (right to buy) | $11.50 | 12/14/2022 | | S | | | 582916 | (1) | (1) | Common Stock | 582916 | (1) | 0 | I | By Consonance Capital Master Account LP (2)(3) |
Warrants (right to buy) | $11.50 | 12/14/2022 | | S | | | 432639 | (4) | (4) | Common Stock | 432639 | (4) | 0 | I | By Consonance Capital Opportunity Master Fund, LP (5)(6) |
Warrants (right to buy) | $11.50 | 12/14/2022 | | S | | | 150275 | (7) | (7) | Common Stock | 150275 | (7) | 0 | I | By Managed Account (8) |
Warrants (right to buy) | $11.50 | 12/14/2022 | | S | | | 144666 | (9) | (9) | Common Stock | 144666 | (9) | 0 | I | By Consonance Life Sciences, LLC (10) |
Explanation of Responses: |
(1) | On December 12, 2022, Consonance Capital Master Account LP (the "Master Account"), Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"), a certain managed account (the "Managed Account"), Consonance Life Sciences, LLC ("Consonance Life Sciences"), and Surrozen, Inc. (the "Issuer") entered into a Securities Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Master Account agreed to sell to the Issuer 1,748,750 shares of common stock of the Issuer and warrants to purchase 582,916 shares of common stock of the Issuer for an aggregate purchase price of $874,375. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation. |
(2) | Consonance Capital Management LP ("Consonance Management") was an indirect beneficial owner of the securities reported herein that were held by the Master Account. Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. |
(3) | (Continued from Footnote 2) Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by the Master Account except to the extent of their pecuniary interest therein. |
(4) | Pursuant to the Purchase Agreement, Consonance Opportunity Master agreed to sell to the Issuer 1,297,922 shares of common stock of the Issuer and warrants to purchase 432,639 shares of common stock of the Issuer for an aggregate purchase price of $648,961. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation. |
(5) | Consonance Management was an indirect beneficial owner of the securities reported herein that were held by Consonance Opportunity Master. Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. |
(6) | (Continued from Footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by Consonance Opportunity Master except to the extent of their pecuniary interest therein. |
(7) | Pursuant to the Purchase Agreement, the Managed Account agreed to sell to the Issuer 450,827 shares of common stock of the Issuer and warrants to purchase 150,275 shares of common stock of the Issuer for an aggregate purchase price of $225,413.50. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation. |
(8) | Consonance Management was an indirect beneficial owner of the securities reported herein that were held by the Managed Account. Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by the Managed Account except to the extent of their pecuniary interest therein. |
(9) | Pursuant to the Purchase Agreement, Consonance Life Sciences agreed to sell to the Issuer 1,885,000 shares of common stock of the Issuer and warrants to purchase 144,666 shares of common stock of the Issuer for an aggregate purchase price of $942,500. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation. |
(10) | Consonance Life Sciences is governed by a board of managers consisting of Mitchell J. Blutt, Benny Soffer and Kevin Livingston. As such, Mitchell J. Blutt, Benny Soffer and Kevin Livingston may be deemed to have voting and investment discretion over the securities held by Consonance Life Sciences and may be deemed to have shared beneficial ownership of such securities. Each of Mitchell J. Blutt, Benny Soffer and Kevin Livingston disclaims beneficial ownership of the securities that were held by Consonance Life Sciences except to the extent of their pecuniary interest therein. The Master Account, Consonance Opportunity Master and the Managed Account in the aggregate own the majority of the unit interests in Consonance Life Sciences. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BLUTT MITCHELL J MD 1370 AVENUE OF THE AMERICAS SUITE 3301 NEW YORK, NY 10019 |
| X |
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Soffer Benny C/O CONSONANCE-HFW ACQUISITION CORP., 1 PALMER SQUARE, SUITE 305 PRINCETON, NJ 08540 |
| X |
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Livingston Kevin Harold C/O CONSONANCE-HFW ACQUISITION CORP., 1 PALMER SQUARE, SUITE 305 PRINCETON, NJ 08540 |
| X |
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Consonance Capital Management LP 1370 AVENUE OF THE AMERICAS SUITE 3301 NEW YORK, NY 10019 |
| X |
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Consonance Capman GP, LLC 1370 AVENUE OF THE AMERICAS SUITE 3301 NEW YORK, NY 10019 |
| X |
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Consonance Life Sciences 1370 AVENUE OF THE AMERICAS SUITE 3301 NEW YORK, NY 10019 |
| X |
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Signatures
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CONSONANCE CAPITAL MANAGEMENT LP, By: Consonance Capman GP LLC, its general partner, Name: /s/ Mitchell Blutt, Title: Manager and Member | | 12/15/2022 |
**Signature of Reporting Person | Date |
CONSONANCE CAPMAN GP, LLC, Name: /s/ Mitchell Blutt, Title: Manager and Member | | 12/15/2022 |
**Signature of Reporting Person | Date |
CONSONANCE LIFE SCIENCES, LLC, Name: /s/ Benny Soffer, Title: Manager | | 12/15/2022 |
**Signature of Reporting Person | Date |
MITCHELL BLUTT, Name: /s/ Mitchell Blutt | | 12/15/2022 |
**Signature of Reporting Person | Date |
BENNY SOFFER, Name: /s/ Benny Soffer | | 12/15/2022 |
**Signature of Reporting Person | Date |
KEVIN LIVINGSTON, Name: /s/ Kevin Livingston | | 12/15/2022 |
**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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