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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Surrozen, Inc./DE [ SRZN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/11/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 08/11/2021 | D | 434,000 | D | (1)(2) | 0 | I | See Footnote(4) | ||
| Class B Ordinary Shares | 08/11/2021 | J | 759,000 | D | (3) | 1,451,000 | I | See Footnote(4) | ||
| Class B Ordinary Shares | 08/11/2021 | D | 1,451,000 | D | (1)(2) | 0 | I | See Footnote(4) | ||
| Common Stock | 08/11/2021 | A | 434,000 | A | (1)(2) | 434,000 | I | See Footnote(4) | ||
| Common Stock | 08/11/2021 | A | 1,451,000 | A | (1)(2) | 1,885,000 | I | See Footnote(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants(3) | $11.5 | 08/11/2021 | D | 144,667 | (5) | (5) | Class A Ordinary Shares | 144,667 | $0.00 | 0 | I | See Footnote(4) | |||
| Warrants(3) | $11.5 | 08/11/2021 | A | 144,667 | (5) | (5) | Common Stock | 144,667 | $0.00 | 144,667 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, |
| 2. (Continued from footnote 1) and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". |
| 3. Pursuant to the Sponsor Letter Agreement entered into in connection with the Business Combination Agreement, Consonance Life Sciences LLC ("Consonance Life Sciences") agreed to contribute an aggregate of 759,000 Class B Ordinary Shares back to the Issuer for no additional consideration. |
| 4. Consonance Life Sciences is governed by a board of managers consisting of Mitchell J. Blutt, Benny Soffer and Kevin Livingston. As such, Mitchell J. Blutt, Benny Soffer and Kevin Livingston may be deemed to have voting and investment discretion over the securities held by Consonance Life Sciences and may be deemed to have shared beneficial ownership of such securities. Each of Mitchell J. Blutt, Benny Soffer and Kevin Livingston disclaims beneficial ownership of the securities held by Consonance Life Sciences except to the extent of their pecuniary interest therein. |
| 5. Represents part of private placement units of the Issuer purchased by Consonance Life Sciences in a private placement transactions in connection with the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one private placement warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. |
| Remarks: |
| /s/ Kevin Livingston, Attorney-in-Fact | 08/13/2021 | |
| ** 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 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. | ||