CHIEF FINANCIAL OFFICER Ferguson Matthew converted options into 30,287 shares and covered exercise/tax liability with 12,413 shares, increasing direct ownership by 7% to 342,378 units (SEC Form 4)
$ELUT
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ELUTIA INC. [ ELUT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/08/2025 | M | 1,287(1) | A | (2) | 320,031 | D | |||
| Class A Common Stock | 03/10/2025 | F | 528(3) | D | $2.77 | 325,263(4) | D | |||
| Class A Common Stock | 03/10/2025 | M | 29,000(1) | A | (2) | 354,263(4) | D | |||
| Class A Common Stock | 03/10/2025 | F | 11,885(3) | D | $3 | 342,378(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 03/10/2025 | M | 12,500 | (5) | (5) | Class A Common Stock | 12,500 | $0 | 87,500 | D | ||||
| Restricted Stock Units | (2) | 03/10/2025 | M | 16,500 | (6) | (6) | Class A Common Stock | 16,500 | $0 | 16,500 | D | ||||
| Restricted Stock Units | (1) | 03/08/2025 | M | 1,287 | (7) | (7) | Class A Common Stock | 1,287 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units. |
| 2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 3. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units. |
| 4. Includes 5,760 shares of Class A Common Stock acquired under the Company's 2020 Employee Stock Purchase Plan. |
| 5. On January 31, 2024, the Reporting Person was granted 150,000 restricted stock units, Restricted stock units as to 1/6 vest on June 10, 2024, and as to 1/12 vest quarterly on each of the following dates: September 10, 2024, December 10, 2024, March 10, 2025, June 10, 2025, September 10, 2025, December 10, 2025, March 10, 2026, June 10, 2026, September 10, 2026, and December 10, 2026. |
| 6. On January 31, 2024, the Reporting Person was granted 50,000 restricted stock units. Restricted stock units vest as to 34% on September 10, 2024, 33% on March 10, 2025 and 33% on September 10, 2025. |
| 7. On March 8, 2021, the Reporting Person was granted 5,150 restricted stock units, vesting in four substantially equal annual installments beginning on March 8, 2022. |
| /s/ Jeffrey Hamet, Attorney-in-Fact for Matthew Ferguson | 03/11/2025 | |
| ** 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 Number. | ||