0001104659-24-002239.txt : 20240108 0001104659-24-002239.hdr.sgml : 20240108 20240108160954 ACCESSION NUMBER: 0001104659-24-002239 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231228 FILED AS OF DATE: 20240108 DATE AS OF CHANGE: 20240108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAKIN KEVIN CENTRAL INDEX KEY: 0001184421 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520170 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHCAPE PARTNERS QP, L.P. CENTRAL INDEX KEY: 0001598026 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520166 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 410-375-0050 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHCAPE PARTNERS, L.P. CENTRAL INDEX KEY: 0001598046 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520167 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 410-375-0050 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zuga Matt CENTRAL INDEX KEY: 0001790214 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520171 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: HighCape Partners QP II, L.P. CENTRAL INDEX KEY: 0001770972 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520165 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 410-375-0050 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 FORMER NAME: FORMER CONFORMED NAME: Highcape Partners QP II, L.P. DATE OF NAME CHANGE: 20190318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Partners GP II, LLC CENTRAL INDEX KEY: 0001957360 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520164 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Partners GP, L.P. CENTRAL INDEX KEY: 0001819932 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520168 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Partners GP, LLC CENTRAL INDEX KEY: 0001819933 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520169 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Capital, L.P. CENTRAL INDEX KEY: 0001826279 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520172 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HighCape Partners GP II, L.P. CENTRAL INDEX KEY: 0001957359 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 24520163 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (410) 375-0050 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ELUTIA INC. CENTRAL INDEX KEY: 0001708527 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences 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 FORMER COMPANY: FORMER CONFORMED NAME: AZIYO BIOLOGICS, INC. DATE OF NAME CHANGE: 20170605 4 1 tm242311-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-28 0 0001708527 ELUTIA INC. ELUT 0001826279 HighCape Capital, L.P. 36 CHURCH LANE WESTPORT CT 06880 1 0 1 0 0001790214 Zuga Matt C/O TELA BIO, INC. 1 GREAT VALLEY PARKWAY, SUITE 24 MALVERN PA 19355 1 0 1 0 0001184421 RAKIN KEVIN 36 CHURCH LANE WESTPORT CT 06880 1 0 1 0 0001819933 HighCape Partners GP, LLC 36 CHURCH LANE WESTPORT CT 06880 0 0 1 0 0001819932 HighCape Partners GP, L.P. 36 CHURCH LANE WESTPORT CT 06880 0 0 1 0 0001598046 HIGHCAPE PARTNERS, L.P. 36 CHURCH LANE WESTPORT CT 06880 0 0 1 0 0001598026 HIGHCAPE PARTNERS QP, L.P. 36 CHURCH LANE WESTPORT CT 06880 0 0 1 0 0001770972 HighCape Partners QP II, L.P. 36 CHURCH LANE WESTPORT CT 06880 0 0 1 0 0001957360 HighCape Partners GP II, LLC 36 CHURCH LANE WESTPORT CT 06880 0 0 1 0 0001957359 HighCape Partners GP II, L.P. 36 CHURCH LANE WESTPORT CT 06880 0 0 1 0 0 Class A Common Stock 2023-12-28 4 J 0 1436077 D 6998655 I See footnotes Warrants (right to buy) 1.4275 2023-12-28 4 J 0 2154116 D 2023-09-21 Class A Common Stock 2154116 2101577 I See footnote The reported securities are included within 1,436,077 Units originally purchased by Elutia PIPE Investment LP for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock (the "Common Stock") and one warrant to purchase one and one-half shares of Common Stock. The shares of Common Stock and Warrants reported as transferred in this Form 4 are being distributed to Elutia PIPE Investment LP's partners without payment of consideration by them. Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 shares of Common Stock held of record by HighCape Partners QP, L.P.; (iii) 499,145 shares of Common Stock held of record by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Common Stock held of record by HighCape Co-Investment Vehicle II, LLC; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 43,659 shares of Common Stock held of record by HighCape Partners II, L.P.; and (vii) 2,092,392 shares of Common Stock held of record by HighCape Partners QP II, 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 ("GP") of HighCape Partners GP, L.P., which is the GP 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 GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC. 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., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, 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, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. 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. The warrant expires upon the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration of the issuer's CanGarooRM antibiotic-eluting biologic envelope or (b) September 21, 2028. Includes (i) 2,058,623 shares of Common Stock issuable upon exercise of a warrant held by HighCape Partners QP II, L.P.; and (ii) 42,954 shares of Common Stock issuable upon exercise of a warrant held by HighCape Partners II, L.P. This Form 4 relates to the pro rata distribution by Elutia PIPE Investment LP of its shares of Class A Common Stock and Warrants to its partners, without payment of consideration by such partners. The transaction is jointly reported by HighCape Capital, L.P., HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Partners GP, LLC, HighCape Partners GP, L.P., HighCape Co-Investment Vehicle I, LLC, HighCape Co-Investment Vehicle II, LLC, HighCape Capital, LLC, HighCape Partners II, L.P., HighCape Partners QP II, L.P., W. Matthew Zuga and Kevin L. Rakin. Due to the number of insiders reporting this transaction exceeding the number of insiders permitted to file in one Form 4, the transaction is being reported in two Form 4s, each filed on October 5, 2023. HIGHCAPE CAPITAL, L.P. By: /s/ W. Matthew Zuga, Managing Member 2024-01-08 /s/ W. Matthew Zuga 2024-01-08 /s/ Kevin Rakin 2024-01-08 HIGHCAPE PARTNERS GP, LLC By: /s/ W. Matthew Zuga, Managing Member 2024-01-08 HIGHCAPE PARTNERS GP, L.P. By: /s/ W. Matthew Zuga, Managing Member 2024-01-08 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 2024-01-08 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 2024-01-08 HighCape Partners QP II, L.P. By: HighCape Partners GP II, L.P., its general partner By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 2024-01-08 HighCape Partners GP II, LLC By: /s/ W. Matthew Zuga, Managing Member 2024-01-08 HighCape Partners GP II, L.P. By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 2024-01-08