Renovacor (RCOR) Form 3 Renovacor / Marc Semigran 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^*

Semigran Marc

(Last) (First) (Middle)

C/O RENOVACOR, INC.

P.O. BOX 8142

(Street)

GREENWICH CT 06836

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/02/2021

3. Issuer Name and Ticker or Trading Symbol
Renovacor, Inc. [ RCOR ]

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

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

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)
Common Stock	35,226(1)(2)	D

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
Options	(3)	06/01/2031	Common Stock	88,991	10.83	D

Explanation of Responses:

1. All shares of common stock are represented by unvested restricted stock units granted pursuant to that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Issuer (f/k/a Chardan Healthcare Acquisition 2 Corp.), Renovacor Holdings, Inc. (f/k/a Renovacor, Inc.) and CHAQ 2 Merger Sub, Inc. (the "Merger Agreement") as Earnout RSU Awards (as defined in the Merger Agreement). The Earnout RSU Awards will vest and become exercisable as follows: (i) 10,568 shares shall vest in full if, at any time before December 31, 2023, the VWAP (as defined in the Merger Agreement) of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $17.50 per share (the "First Milestone");

2. (continued from footnote 1) (ii) 10,567 shares shall vest in full if, at any time before December 31, 2025, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $25.00 per share (the "Second Milestone"); and (iii) 14,091 shares shall vest in full if, at any time before December 31, 2027, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $35.00 per share (the "Third Milestone").

3. The stock option will vest and become exercisable in full on December 2, 2021, subject to the achievement of certain performance based milestones set forth in the Employment Agreement by and between the Issuer and the Reporting Person, dated May 5, 2021, and the continuous service of the Reporting Person on such vesting date.

Remarks:

	/s/ Joseph Carroll, as attorney-in-fact	09/07/2021
	** 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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