Kutzkey Tim bought $2,999,994 worth of shares (193,548 units at $15.50) (SEC Form 4)
$SRZN
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
Surrozen, Inc./DE [ SRZN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/04/2024 | P | 90,897 | A | $15.5(1) | 294,767 | I | By The Column Group III, LP(2) | ||
| Common Stock | 04/04/2024 | P | 102,651 | A | $15.5(1) | 332,885 | I | By The Column Group III-A, LP(3) | ||
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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 | ||||||||
| Series A Common Warrants | $15.5 | 04/04/2024 | P | 90,897 | (4) | (4) | Common Stock | 90,897 | (1) | 90,897 | I | By The Column Group III, LP(2) | |||
| Series A Common Warrants | $15.5 | 04/04/2024 | P | 102,651 | (4) | (4) | Common Stock | 102,651 | (1) | 102,651 | I | By The Column Group III-A, LP(3) | |||
| Series B Common Warrants | $14.25 | 04/04/2024 | P | 98,870 | (5) | (5) | Common Stock | 98,870 | (1) | 98,870 | I | By The Column Group III, LP(2) | |||
| Series B Common Warrants | $14.25 | 04/04/2024 | P | 111,656 | (5) | (5) | Common Stock | 111,656 | (1) | 111,656 | I | By The Column Group III-A, LP(3) | |||
| Series C Common Warrants | $16 | 04/04/2024 | P | 352,225 | (6) | (6) | Common Stock | 352,225 | (1) | 352,225 | I | By The Column Group III, LP(2) | |||
| Series C Common Warrants | $16 | 04/04/2024 | P | 397,773 | (6) | (6) | Common Stock | 397,773 | (1) | 397,773 | I | By The Column Group III-A, LP(3) | |||
| Series D Common Warrants | $16 | 04/04/2024 | P | 352,225 | (7) | (7) | Common Stock | 352,225 | (1) | 352,225 | I | By The Column Group III, LP(2) | |||
| Series D Common Warrants | $16 | 04/04/2024 | P | 397,773 | (7) | (7) | Common Stock | 397,773 | (1) | 397,773 | I | By The Column Group III-A, LP(3) | |||
| Explanation of Responses: |
| 1. Represents a price per unit, consisting of (i) $14.25 per share of the Issuer's Common Stock and (ii) $1.25 attributable to accompanying warrants to purchase shares of the Issuer's Common Stock, which The Column Group III, LP ("TCG III LP") and The Column Group III-A, LP ("TCG III-A LP") purchased in the Issuer's private placement on April 4, 2024. |
| 2. The securities are directly held by TCG III LP. The Column Group III GP, LP ("TCG III GP") is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are David Goeddel, Peter Svennilson and the Reporting Person, a member of the Issuer's board of directors (collectively, the "Managing Partners"). The Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities. |
| 3. The securities are directly held by TCG III-A LP. TCG III GP is the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are the Managing Partners. The Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities. |
| 4. These Series A Common Warrants are immediately exercisable and expire on April 4, 2029. |
| 5. These Series B Common Warrants are exercisable immediately upon issuance and expire on the fifth trading day following the Issuer's announcement that (i) it has completed the enrollment of at least 15 patients with a 30-day mortality rate less than 30% in the Issuer's SZN-043 Phase 1b clinical trial for the treatment of severe alcohol-associated hepatitis, with no recommended changes by the Safety Review Committee to the study design, including changes related to dose or schedule, and (ii) Safety Review Committee approval for the Issuer to advance to a higher dose cohort. |
| 6. These Series C Common Warrants are exercisable for 30 days following the Issuer's announcement of final data from the SZN-043 Phase 1b clinical trial for the treatment of severe alcohol-associated hepatitis. The Series C Common Warrants will also become exercisable in the event of a Fundamental Transaction (as defined in the Series C Warrants). |
| 7. These Series D Common Warrants are exercisable for 30 days following the Issuer's announcement of the enrollment of at least 50 patients in the SZN-043 Phase 2/3 clinical trial for the treatment of severe alcohol-associated hepatitis. The Series D Common Warrants will also become exercisable in the event of a Fundamental Transaction (as defined in the Series D Warrants). |
| /s/James Evangelista, as attorney-in-fact for Tim Kutzkey | 04/08/2024 | |
| ** 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). | ||
| 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. | ||