| 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)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/17/2022 | 3. Issuer Name and Ticker or Trading Symbol Renovacor, Inc. [ RCOR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
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) |
| Common Stock | 4,329(1)(2) | D | |
| Common Stock | 18,800(3) | D | |
| 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 | ||||
| Stock Option | (4) | 01/25/2031 | Common Stock | 10,936 | 3.61 | D | |
| Stock Option | (5) | 09/03/2031 | Common Stock | 14,553 | 7.73 | D | |
| Stock Option | (6) | 01/24/2032 | Common Stock | 37,575 | 6.45 | D | |
| Explanation of Responses: |
| 1. The 4,329 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) 1,299 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) 1,298 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) 1,732 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. These restricted stock units will vest in four equal annual installments beginning on January 24, 2023, subject to the continuous service of the Reporting Person on such vesting dates. |
| 4. The stock option will vest and become exercisable in full on January 26, 2025. The stock option vested 25% on January 26, 2022, and the remainder will vest in equal monthly installments for the remaining 36 months, subject to the continuous service of the Reporting Person on such vesting dates. |
| 5. The stock option vested 50% on April 1, 2022, and the remaining 50% will vest and become exercisable in full on September 3, 2022, subject to the continuous service of the Reporting Person on such vesting date. The stock option will also vest in full if, prior to the vesting date, the Reporting Person is terminated without cause. |
| 6. The stock option will vest and become exercisable in full on January 24, 2026, with 25% vesting on January 24, 2023, and the remainder vesting in equal monthly installments for the remaining 36 months, subject to the continuous service of the Reporting Person on such vesting date. |
| Remarks: |
| The Reporting Person previously served as the Interim Chief Financial Officer of the Issuer until March 28, 2022. The Reporting Person has since been re-engaged to serve as the Chief Financial Officer of the Issuer as of June 17, 2022. |
| /s/ Joseph Carroll, as attorney-in-fact | 06/21/2022 | |
| ** 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. | ||
