SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 (Last) (First) (Middle) 36 CHURCH LANE (Street) WESTPORT CT 06880 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/05/2022	3. Issuer Name and Ticker or Trading Symbol AZIYO BIOLOGICS, INC. [ AZYO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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
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	735,000	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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

1. Name and Address of Reporting Person* HighCape Partners GP II, LLC (Last) (First) (Middle) 36 CHURCH LANE (Street) WESTPORT CT 06880 (City) (State) (Zip)

1. Name and Address of Reporting Person* HighCape Partners GP II, L.P. (Last) (First) (Middle) 36 CHURCH LANE (Street) WESTPORT CT 06880 (City) (State) (Zip)

1. Name and Address of Reporting Person* HighCape Partners QP II, L.P. (Last) (First) (Middle) 36 CHURCH LANE (Street) WESTPORT CT 06880 (City) (State) (Zip)

1. Name and Address of Reporting Person* HighCape Partners II, L.P. (Last) (First) (Middle) 36 CHURCH LANE (Street) WESTPORT CT 06880 (City) (State) (Zip)

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.

	HIGHCAPE PARTNERS GP II, LLC By: /s/ W. Matthew Zuga, Managing Member	12/15/2022
	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
	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
	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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