Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Denaro Stephen

(Last)

(First)

(Middle)

TOOWONG TOWER, LEVEL 3, SUITE 302

9 SHERWOOD ROAD

(Street)

TOOWONG

QLD 4066

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Anteris Technologies Global Corp. [ AVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2024		A⁽¹⁾		7,222	A	⁽¹⁾	7,222	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$7.13⁽³⁾	12/16/2024		A⁽⁴⁾		16,500		⁽⁵⁾	03/20/2025	Common Stock	16,500	$0	16,500	I	See Footnote⁽⁹⁾
Stock Option	$8.25⁽³⁾	12/16/2024		A⁽⁴⁾		40,000		⁽⁶⁾	06/13/2027	Common Stock	40,000	$0	40,000	I	See Footnote⁽⁹⁾
Stock Option	$15.28⁽³⁾	12/16/2024		A⁽⁴⁾		80,500		⁽⁷⁾	09/15/2028	Common Stock	80,500	$0	80,500	I	See Footnote⁽⁹⁾
Stock Option	$14.64⁽³⁾	12/16/2024		A⁽⁴⁾		50,000		⁽⁸⁾	06/19/2029	Common Stock	50,000	$0	50,000	I	See Footnote⁽⁹⁾

Explanation of Responses:

1. Represents CHESS Depositary Interests ("CDIs") of the Issuer received in exchange for an equivalent number of ordinary shares of Anteris Technologies Ltd ("ATL") in connection with a series of reorganization transactions pursuant to which the Issuer received all of the issued and outstanding shares of ATL pursuant to a scheme of arrangement (the "Scheme") under Australian law between ATL and its shareholders under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the "Corporations Act"). On December 16, 2024, the effective date of the Scheme and the closing of the Issuer's U.S. initial public offering (the "Effective Date"), the closing price of the Issuer's common stock on the Nasdaq Global Market was $5.50 per share. The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the Australian Securities Exchange.

2. Held by Citicorp Nominees Pty Ltd as custodian for Sloane Pty Ltd who is the Trustee for the Denaro Superannuation Fund, for which Mr. Denaro is a beneficiary.

3. Options are issued in AUD. Exercise prices have been translated into USD using the December 15, 2024 exchange rate, which was approximately A$1.00 to $0.64.

4. Legacy awards originally issued by Anteris Technologies Ltd that were assumed by AVR through a reorganization effective December 16, 2024.

5. The option vested in two equal installments on February 8, 2022 and June 24, 2022.

6. The option vests in three equal annual installments beginning on December 31, 2022, subject to the Reporting Person's continued service.

7. The option vests in three equal annual installments beginning on September 15, 2024, subject to the Reporting Person's continued service.

8. The option vests in three equal annual installments beginning on June 19, 2025, subject to the Reporting Person's continued service.

9. Held by Sloane Pty Ltd as Trustee for the Denaro Family Trust. The Reporting Person serves as the director and sole shareholder of Sloane Pty Ltd, which Mr. Denaro is deemed to beneficially own.

	/s/ Matthew McDonnell, Attorney-in-Fact	12/18/2024
	** 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).
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