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