0001104659-20-113183.txt : 20201007 0001104659-20-113183.hdr.sgml : 20201007 20201007210947 ACCESSION NUMBER: 0001104659-20-113183 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201007 FILED AS OF DATE: 20201007 DATE AS OF CHANGE: 20201007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHCAPE PARTNERS, L.P. CENTRAL INDEX KEY: 0001598046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229989 BUSINESS ADDRESS: STREET 1: 10751 FALLS ROAD, SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 BUSINESS PHONE: 410-375-0050 MAIL ADDRESS: STREET 1: 10751 FALLS ROAD, SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHCAPE PARTNERS QP, L.P. CENTRAL INDEX KEY: 0001598026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229990 BUSINESS ADDRESS: STREET 1: 10751 FALLS ROAD, SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 BUSINESS PHONE: 410-375-0050 MAIL ADDRESS: STREET 1: 10751 FALLS ROAD, SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Partners GP, LLC CENTRAL INDEX KEY: 0001819933 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229991 BUSINESS ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Partners GP, L.P. CENTRAL INDEX KEY: 0001819932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229992 BUSINESS ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Co-Investment Vehicle I, LLC CENTRAL INDEX KEY: 0001819988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229993 BUSINESS ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Co-Investment Vehicle II, LLC CENTRAL INDEX KEY: 0001820044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229994 BUSINESS ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Capital, L.P. CENTRAL INDEX KEY: 0001826279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229995 BUSINESS ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Capital, LLC CENTRAL INDEX KEY: 0001827500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229996 BUSINESS ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 10751 FALLS ROAD STREET 2: SUITE 300 CITY: BALTIMORE STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zuga Matt CENTRAL INDEX KEY: 0001790214 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229997 MAIL ADDRESS: STREET 1: C/O TELA BIO, INC. STREET 2: 1 GREAT VALLEY PARKWAY, SUITE 24 CITY: MALVERN STATE: PA ZIP: 19355 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAKIN KEVIN CENTRAL INDEX KEY: 0001184421 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 201229998 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AZIYO BIOLOGICS, INC. CENTRAL INDEX KEY: 0001708527 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 474790334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12510 PROSPERITY DRIVE STREET 2: SUITE 370 CITY: SILVER SPRING STATE: MD ZIP: 20904 BUSINESS PHONE: 240-247-1143 MAIL ADDRESS: STREET 1: 12510 PROSPERITY DRIVE STREET 2: SUITE 370 CITY: SILVER SPRING STATE: MD ZIP: 20904 3 1 a3.xml 3 X0206 3 2020-10-07 0 0001708527 AZIYO BIOLOGICS, INC. AZYO 0001598046 HIGHCAPE PARTNERS, L.P. 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 0 0 1 0 0001598026 HIGHCAPE PARTNERS QP, L.P. 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 0 0 1 0 0001819933 HighCape Partners GP, LLC 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 0 0 1 0 0001819932 HighCape Partners GP, L.P. 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 0 0 1 0 0001819988 HighCape Co-Investment Vehicle I, LLC 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 0 0 1 0 0001820044 HighCape Co-Investment Vehicle II, LLC 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 0 0 1 0 0001826279 HighCape Capital, L.P. 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 0 0 1 0 0001827500 HighCape Capital, LLC 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 0 0 1 0 0001790214 Zuga Matt 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 1 0 1 0 0001184421 RAKIN KEVIN 452 5TH AVENUE, 21ST FLOOR NEW YORK NY 10018 1 0 1 0 Class A Common Stock 31845 I Held by the Kevin L. Rakin Irrevocable Trust Series A Preferred Stock Class A Common Stock 4062451 I Footnote Class A Common Stock Warrant 5.4424 2017-03-27 2027-03-01 Class A Common Stock 7655 I Footnote The Series A preferred stock is convertible at any time, at the holder's election and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series A preferred stock shall be automatically converted into (i) 0.071659417 shares of the Issuer's Class A common stock (the "Conversion Shares") and (ii) a number of shares of Class A common stock (the "Preference Shares") equal to $13.9549 divided by the price per share of Class A common stock in such offering. Consists of (i) 43,255 shares of Class A common stock held by HighCape Partners, L.P.; (ii) 3,211,838 shares of Class A common stock held by HighCape Partners QP, L.P.; (iii) 499,145 shares of Class A common stock held by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Class A common stock held by HighCape Co-Investment Vehicle II, LLC and (v) 48,931 shares of Class A common stock held by HighCape Capital, L.P. Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner of HighCape Partners GP, L.P., which is the general partner of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which is the general partner of HighCape Capital, L.P. Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held by HighCape Partners, L.P. and HighCape Partners QP, L.P., and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, Mr. Zuga is the managing member of each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC and may be deemed to beneficially own the securities held by such entities. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any. HighCape Partners QP, L.P. is the record holder of these securities. /s/ W. Matthew Zuga 2020-10-07 /s/ Kevin Rakin 2020-10-07 HIGHCAPE PARTNERS GP, LLC By: /s/ W. Matthew Zuga, Managing Member 2020-10-07 HIGHCAPE PARTNERS GP, L.P. By: /s/ W. Matthew Zuga, Managing Member 2020-10-07 HIGHCAPE PARTNERS, L.P. By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 2020-10-07 HIGHCAPE PARTNERS QP, L.P. By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 2020-10-07 HIGHCAPE CAPITAL, L.P. By: /s/ W. Matthew Zuga, Managing Member 2020-10-07 HIGHCAPE CAPITAL, LLC By: /s/ W. Matthew Zuga, Managing Member 2020-10-07 HIGHCAPE CO-INVESTMENT VEHICLE I, LLC By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 2020-10-07 HIGHCAPE CO-INVESTMENT VEHICLE II, LLC By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 2020-10-07