Miromatrix Medical Form 4 / Lisa Wipperman Heine ownership change

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^*

Heine Lisa Wipperman

(Last)

(First)

(Middle)

6455 FLYING CLOUD DRIVE

SUITE 107

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Miromatrix Medical Inc. [ MIRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2023

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	12/12/2023		U		66,943⁽¹⁾	D	⁽¹⁾⁽²⁾	67,413	D
Common Stock⁽³⁾	12/13/2023		D		67,413	D	⁽⁴⁾	0	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)

Explanation of Responses:

1. Shares tendered and accepted pursuant to the terms of an offer conducted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, United Therapeutics Corporation ("Parent") and Morpheus Subsidiary Inc., dated as of October 29, 2023, for consideration consisting of (i) $3.25 per share, payable in cash, without interest and less any required withholding taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR").

2. Each CVR entitles the reporting person to potentially receive contingent payments of up to an aggregate of $1.75 per CVR, without interest and less any required withholding taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement"), dated as of December 12, 2023, by and between Parent and Continental Stock Transfer & Trust Company.

3. Previously unvested restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's common stock.

4. In connection with the closing under the Merger Agreement, each outstanding RSU award was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to the RSU award multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such RSU award.

	/s/ Steven C. Kennedy, Attorney-in-Fact	12/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Miromatrix Medical (MIRO) Form 4Miromatrix Medical / Lisa Wipperman Heine ownership change