SEC Form 4 filed by Chief Executive Officer Parker Craig C
$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) 03/24/2025 | ||||||||||||||||||||||||||
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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 | ||||||
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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 Stock Warrant (right to buy) | $16.96 | 03/24/2025 | D(1) | 1,474 | 04/04/2024 | 04/04/2029 | Common Stock | 1,474 | $0 | 0 | D | ||||
| Series B Common Stock Warrant (right to buy) | $15.71 | 03/24/2025 | D(2) | 1,603 | 04/04/2024 | (3) | Common Stock | 1,603 | $0 | 0 | D | ||||
| Series C Common Stock Warrant (right to buy) | $16 | 03/24/2025 | D(4) | 5,712 | (5) | (5) | Common Stock | 5,712 | $0 | 0 | D | ||||
| Series D Common Stock Warrant (right to buy) | $16 | 03/24/2025 | D(4) | 5,712 | (6) | (6) | Common Stock | 5,712 | $0 | 0 | D | ||||
| Series A Common Stock Warrant (right to buy) | $12.45 | 03/24/2025 | A(1) | 1,474 | 04/04/2024 | 04/04/2029 | Common Stock | 1,474 | $0 | 1,474 | D | ||||
| Series B Common Stock Warrant (right to buy) | $12.45 | 03/24/2025 | A(2) | 1,603 | 04/04/2024 | (3) | Common Stock | 1,603 | $0 | 1,603 | D | ||||
| Explanation of Responses: |
| 1. The warrant was repriced pursuant to a Warrant Cancellation and Amendment Agreement effective March 24, 2025 to decrease the per share exercise price of the warrant from $16.96 to $12.45. |
| 2. The warrant was repriced pursuant to a Warrant Cancellation and Amendment Agreement effective March 24, 2025 to decrease the per share exercise price of the warrant from $15.71 to $12.45. |
| 3. The warrant expires on the fifth trading day following the occurrence of the Series B Milestone Event (as defined in the Series B Common Stock Warrant). In the event the Series B Milestone Event has not occurred prior to the fifth anniversary of the issuance date of the warrant, the warrant will automatically terminate on such anniversary date. |
| 4. The warrant was cancelled pursuant to a Warrant Cancellation and Amendment Agreement effective March 24, 2025. |
| 5. The warrant is exercisable for 30 days after the earlier of (i) the occurrence of the Series C Milestone Event (as defined in the Series C Common Stock Warrant) and (ii) a Fundamental Transaction (as defined in the Series C Common Stock Warrant). |
| 6. The warrant is exercisable for 30 days after the earlier of (i) the occurrence of the Series D Milestone Event (as defined in the Series D Common Stock Warrant) and (ii) a Fundamental Transaction (as defined in the Series D Common Stock Warrant). |
| Remarks: |
| /s/Charles Williams, Attorney-in-Fact for Craig C Parker | 03/25/2025 | |
| ** 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. | ||