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