0001415889-24-002313.txt : 20240202
0001415889-24-002313.hdr.sgml : 20240202
20240202163814
ACCESSION NUMBER: 0001415889-24-002313
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240131
FILED AS OF DATE: 20240202
DATE AS OF CHANGE: 20240202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mills C Randal
CENTRAL INDEX KEY: 0001370939
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 24592163
MAIL ADDRESS:
STREET 1: 18366 CALLE STELLINA
CITY: RANCHO SANTA FE
STATE: CA
ZIP: 92091
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
form4-02022024_090259.xml
X0508
4
2024-01-31
0001708527
ELUTIA INC.
ELUT
0001370939
Mills C Randal
C/O ELUTIA INC.
12510 PROSPERITY DRIVE, SUITE 370
SILVER SPRING
MD
20904
true
true
false
false
PRESIDENT AND CEO
0
Restricted Stock Units
2024-01-31
4
A
0
89894
0
A
Class A Common Stock
89894
89894
D
Stock Option (Right to Buy)
3.61
2024-01-31
4
A
0
182511
0
A
2032-06-20
Class A Common Stock
182511
182511
D
Restricted Stock Units
2024-01-31
4
D
0
89894
0
D
Class A Common Stock
89894
0
D
Stock Option (Right to Buy)
6.39
2024-01-31
4
D
0
182511
0
D
2032-06-20
Class A Common Stock
182511
0
D
Stock Option (Right to Buy)
3.61
2024-01-31
4
A
0
487500
0
A
2034-01-31
Class A Common Stock
487500
487500
D
Restricted Stock Units
2024-01-31
4
A
0
487500
0
A
Class A Common Stock
487500
487500
D
Each restricted stock unit represents a contingent right to receive one share of Issuer Class A Common Stock.
These transactions involved an amendment to outstanding restricted stock units, resulting in the cancellation of the "old" restricted stock units and the grant of a replacement restricted stock units. The restricted stock units originally vested in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $12.50, $17.00, $25.00 and $37.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date. The replacement restricted stock units vest in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date.
These transactions involved an amendment to an outstanding option, resulting in the cancellation of the "old" option and the grant of a replacement option. The option originally vested in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $12.50, $17.00, $25.00 and $37.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date. The replacement option vests in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date.
The option vests as to 162,500 shares in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date. The option vests as to 325,000 shares over three years, with the options vesting monthly beginning one month after the grant date.
The restricted stock units vest as to 162,500 shares in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date; provided, however, if the vesting date for any restricted stock units that vest on stock performance is not during one of the Company's open trading windows, the vesting shall be delayed until the first business day of the next open trading window . The restricted stock units vest as to 325,000 shares as follows: 1/6 on June 10, 2024, and 1/12 quarterly on each of the following dates: September 10, 2024, December 10, 2024, March 10, 2025, June 10, 2025, September 10, 2025, December 10, 2025, March 10, 2026, June 10, 2026, September 10, 2026, and December 10, 2026.
/s/ Jeffrey Hamet, Attorney-in-Fact for C. Randal Mills
2024-02-02