Ronald K. Lloyd Form 3 AZIYO BIOLOGICS / RONALD K. LLOYD ownership change

SEC Form 3

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^*

LLOYD RONALD K.

(Last) (First) (Middle)

C/O AZIYO BIOLOGICS, INC.

12510 PROSPERITY DRIVE, SUITE 370

(Street)

SILVER SPRING MD 20904

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2020

3. Issuer Name and Ticker or Trading Symbol
AZIYO BIOLOGICS, INC. [ AZYO ]

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

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

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 A Preferred Stock	(1)(2)	(1)(2)	Class A Common Stock	14,586	(1)(2)	D
Stock Option (Right to Buy)	(3)	05/31/2025	Class A Common Stock	152,849	5.5819	D
Stock Option (Right to Buy)	(4)	06/03/2026	Class A Common Stock	2,579	10.3266	D

Explanation of Responses:

1. The Series A preferred stock is convertible at any time, at the holder's election and has no expiration date. Each share of preferred stock shall be automatically converted into 0.071659417 shares of the Issuer's Class A common stock (the "Conversion Shares") upon the closing of the Issuer's initial public offering. In addition, if the Issuer consummates an underwritten initial public offering of its Class A common stock, then, immediately prior to the consummation of such offering, each holder of Series A preferred stock shall receive, for each share of Series A preferred stock then held, a number of shares of Class A common stock (the "Preference Shares") equal to $13.9549 divided by the price per share of Class A common stock in such offering.

2. The number of shares of Class A common stock underlying shares of Series A preferred stock set forth on this Form 3 (i) includes both Conversion Shares and Preference Shares and (ii) for purposes of calculating the number of Preference Shares, assumes a price per share of Class A common stock of $17.00 in the Issuer's underwritten initial public offering.

3. This option vests as to 25% of the underlying shares on June 1, 2019 and in 12 equal quarterly installments thereafter, commencing on August 31, 2019 and that such that the option shall be fully vested and exercisable on August 31, 2022.

4. This option is fully vested.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Ronald Lloyd	10/07/2020
	** 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).
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