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SEC FORM 4 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).

1. Name and Address of Reporting Person^*

HighCape Partners GP II, LLC

(Last)

(First)

(Middle)

36 CHURCH LANE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AZIYO BIOLOGICS, INC. [ AZYO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2022

4. 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 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)

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 (Right to Buy)	$3.8	12/22/2022		A		17,533		⁽¹⁾	12/21/2032	Class A Common Stock	17,533	$0	17,533	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

HighCape Partners GP II, LLC

(Last)

(First)

(Middle)

36 CHURCH LANE

(Street)

WESTPORT

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

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

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HighCape Partners II, L.P.

(Last)

(First)

(Middle)

36 CHURCH LANE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

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.

Remarks:

Due to the limitations of the electronic filing system, each of 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 filed on a separate Form 4 dated December 27, 2022.

	HighCape Partners GP II, LLC By: /s/ W. Matthew Zuga Name: W. Matthew Zuga Title: Managing Member	12/28/2022
	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 Name: W. Matthew Zuga Title: Managing Member	12/28/2022
	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 Name: W. Matthew Zuga Title: Managing Member	12/28/2022
	HighCape Partners GP II, L.P. By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga Name: W. Matthew Zuga Title: Managing Member	12/28/2022
	** 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).
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