SEC FORM 4

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 Capital, L.P.

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)	$2.37	06/08/2023		A		37,500		⁽¹⁾	06/07/2033	Class A Common Stock	37,500	$0	37,500	I	See footnote⁽²⁾
Stock Option (Right to Buy)	$2.37	06/08/2023		A		25,000		⁽¹⁾	06/07/2033	Class A Common Stock	25,000	$0	25,000	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

HighCape Capital, L.P.

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HIGHCAPE PARTNERS, L.P.

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HIGHCAPE PARTNERS QP, L.P.

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HighCape Partners GP, LLC

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HighCape Partners GP, L.P.

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HighCape Co-Investment Vehicle I, LLC

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HighCape Co-Investment Vehicle II, LLC

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HighCape Capital, LLC

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Zuga Matt

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RAKIN KEVIN

(Last)

(First)

(Middle)

452 5TH AVENUE

21ST FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

Explanation of Responses:

1. This option was granted automatically under the Issuer's First Amended and Restated Non-Employee Director Compensation Policy and vests and becomes exercisable on the earlier of (i) the day immediately preceding the date of the Issuer's first annual meeting following the date of grant and (ii) the first anniversary of the date of grant, subject to Messrs. Rakin's and Zuga's, as applicable, continuing in service on the Issuer's board of directors through the applicable vesting date.

2. Held by Kevin L. Rakin as non-employee member of the Issuer's board of directors.

3. Held by W. Matthew Zuga as non-employee member of the Issuer's board of directors.

	/s/ Kevin L. Rakin	06/12/2023
	/s/ W. Matthew Zuga	06/12/2023
	HighCape Partners GP, LLC By: /s/ W. Matthew Zuga, Managing Member	06/12/2023
	HighCape Partners GP, L.P. By: /s/ W. Matthew Zuga, Managing Member	06/12/2023
	HighCape Partners, L.P. By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member	06/12/2023
	HighCape Partners QP, L.P. By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member	06/12/2023
	HighCape Capital, L.P. By: /s/ W. Matthew Zuga, Managing Member	06/12/2023
	HighCape Capital, LLC By: /s/ W. Matthew Zuga	06/12/2023
	HighCape Co-Investment Vehicle I, LLC By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member	06/12/2023
	HighCape Co-Investment Vehicle II, LLC By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member	06/12/2023
	** 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.

SEC Form 4 filed by Highcape Capital, L.P.