SEC Form 3: COLUMN GROUP III GP, LP claimed ownership of 9,248,129 units of Common Stock
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| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/11/2021 |
3. Issuer Name and Ticker or Trading Symbol
Surrozen, Inc./DE [ SRZN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 4,343,245(1) | I | By The Column Group III, LP(2) |
| Common Stock | 4,904,884(3) | I | By The Column Group III-A, LP(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Common Stock Warrant (right to buy) | 08/11/2021 | (5) | Common Stock | 78,272(5) | 11.5(5) | I | By The Column Group III, LP(2) |
| Common Stock Warrant (right to buy) | 08/11/2021 | (5) | Common Stock | 88,394(5) | 11.5(5) | I | By The Column Group III-A, LP(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents 4,108,427 shares of the Issuer's common stock received in exchange for shares of stock of Surrozen, Inc. ("Original Surrozen") in connection with the merger of Original Surrozen with and into a wholly owned subsidiary of the Issuer (the "Merger") and 234,818 shares of the Issuer's common stock underlying units purchased from the Issuer for $10.00 per unit (a "Unit"), with each unit consisting of one share of the Issuer's common stock and one-third of one redeemable warrant to purchase one share of the Issuer's common stock (the "Warrant"). |
| 2. The securities are directly held by The Column Group III, LP ("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 Tim Kutzkey, 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. Represents 4,639,702 shares of the Issuer's common stock received in connection with the Merger and 265,182 shares of the Issuer's common stock underlying Units purchased from the Issuer. |
| 4. The securities are directly held by The Column Group III-A, LP ("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. |
| 5. Each whole Warrant entitles the holder thereof to purchase one share of the Issuer's common stock at a price of $11.50 per share. |
| Remarks: |
| /s/ The Column Group III GP, LP /s/ James Evangelista, Attorney-in-Fact | 08/16/2021 | |
| /s/ The Column Group III-A, LP. by The Column Group III GP, LP, its general partner /s/ James Evangelista Attorney-in-Fact | 08/16/2021 | |
| /s/ The Column Group III, LP by The Column Group III GP, LP, its general partner /s/ James Evangelista Attorney-in-Fact | 08/16/2021 | |
| ** 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 5 (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. | ||