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^*

PERRY MICHAEL S

(Last)

(First)

(Middle)

C/O AVITA THERAPEUTICS, INC.

28159 AVENUE STANFORD, SUITE 220

(Street)

VALENCIA

91355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Avita Therapeutics, Inc. [ RCEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Common Stock	09/09/2020⁽¹⁾		A		83,333	A	$0.00	431,572⁽²⁾⁽³⁾	D
Common Stock	09/10/2020		S⁽⁴⁾		7,128	D	$26.26⁽⁵⁾	424,444	D
Common Stock	09/11/2020		S⁽⁴⁾		20,000	D	$26.02⁽⁶⁾	404,444	D

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 Options (Right to Buy)⁽⁷⁾	$5.99⁽⁸⁾	09/09/2020⁽⁹⁾		A		25,000		09/09/2020	11/30/2028	Common Stock	25,000	$0.00	150,000	D

Explanation of Responses:

1. These shares of Common Stock were issued in connection with the vesting of Restricted Stock Units ("RSUs"), which were originally granted on November 30, 2018, upon the satisfaction of a performance-based vesting condition.

2. Includes 1,266,125 of the Issuer's CHESS Depositary Interests ("CDIs"). CDIs are units of beneficial ownership in shares of common stock of the Issuer that are publicly traded on the Australian Securities Exchange (the "ASX") and held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. Five CDIs are equivalent to one share of Common Stock and have all the rights and privileges of Common Stock. The Reporting Person holds 1,266,125 CDIs, which translate into 253,225 of the shares of Common Stock set forth above.

3. Includes 95,014 unvested RSUs, each representing a contingent right to be issued one share of Common Stock, that are subject to time-based vesting criteria. These RSUs were originally rights to receive ordinary shares of AVITA Medical, Ltd., an Australian public company and predecessor to the Issuer ("Predecessor"). Pursuant to a scheme of arrangement, completed on June 30, 2020 (the "Scheme"), the RSUs became rights to be issued shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 100 ordinary shares of Predecessor to which the holder would otherwise have been entitled. The RSUs vest in two equal installments on June 1, 2021 and 2022.

4. Represents shares sold in order to pay withholding taxes due in connection with the vesting of RSUs.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.53. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of the shares of Common Stock sold at each separate price within the ranges set forth in this footnote to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.77 to $26.26. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of the shares of Common Stock sold at each separate price within the ranges set forth in this footnote to this Form 4.

7. These Stock Options were originally exercisable for ordinary shares of Predecessor. Pursuant to the Scheme, the Stock Options became exercisable for shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 100 ordinary shares of Predecessor for which the Stock Options would otherwise have been exercisable.

8. The exercise price was converted from A$8.20, which reflects the 100:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock, using the exchange rate as published by the Reserve Bank of Australia in effect on the date of grant (November 30, 2018). The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise.

9. On November 30, 2018, the Reporting Person was granted Stock Options to purchase 150,000 shares of Common Stock, vesting based on the satisfaction of certain time-based and performance-based conditions. On September 9, 2020, the performance-based vesting condition with respect to the last 25,000 unvested Stock Options was satisfied.

Remarks:

	/s/ Donna Shiroma, by power of attorney	09/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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