| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/24/2024 |
3. Issuer Name and Ticker or Trading Symbol
FibroBiologics, Inc. [ FBLG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 02/08/2024 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Preferred Stock | (1) | (1) | Common Stock | 2,500 | 0 | D | |
| Stock Option (Right to Buy) | (2) | 02/16/2033 | Common Stock | 1,853,000 | 2.28 | D | |
| Explanation of Responses: |
| 1. The Series C Preferred Stock is convertible into the issuer's Common Stock on a 1-for-1 basis and has no expiration date. Upon the closing of the issuer's direct listing, the Series C Preferred Stock will convert, without the payment of additional consideration by or to the holder thereof, into the issuer's Common Stock on a 1-for-1 basis upon any transfer of such shares. For as long as they remain outstanding, the Series C Preferred Stock of the issuer held by the Reporting Person are subject to an irrevocable proxy issued by the Reporting Person in favor and for the benefit of the board of directors of the issuer. |
| 2. 1/4 of the options vested on January 1, 2024, with the remainder vesting monthly over 36 months. |
| Remarks: |
| This amendment is filed to include stock options in Table II that were inadvertently omitted in the original filing and to report the Series C Preferred Stock in Table II instead of Table I. Exhibit 24 - Power of Attorney |
| /s/ Ruben A. Garcia, by Power of Attorney | 08/12/2024 | |
| ** 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 5 (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. | ||
