Life Sciences Consonance Form 4 Surrozen / MITCHELL J MD BLUTT ownership change

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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X

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^*

BLUTT MITCHELL J MD

(Last) (First) (Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Surrozen, Inc./DE [ SRZN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock	12/14/2022		S		1,748,750	D	(1)	0	I	By Consonance Capital Master Account LP(2)(3)
Common Stock	12/14/2022		S		1,297,922	D	(4)	0	I	By Consonance Capital Opportunity Master Fund, LP(5)(6)
Common Stock	12/14/2022		S		450,827	D	(7)	0	I	By Managed Account(8)
Common Stock	12/14/2022		S		1,885,000	D	(9)	0	I	By Consonance Life Sciences, LLC(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 (right to buy)	$11.5	12/14/2022		S			582,916	(1)	(1)	Common Stock	582,916	(1)	0	I	By Consonance Capital Master Account LP(2)(3)
Warrants (right to buy)	$11.5	12/14/2022		S			432,639	(4)	(4)	Common Stock	432,639	(4)	0	I	By Consonance Capital Opportunity Master Fund, LP(5)(6)
Warrants (right to buy)	$11.5	12/14/2022		S			150,275	(7)	(7)	Common Stock	150,275	(7)	0	I	By Managed Account(8)
Warrants (right to buy)	$11.5	12/14/2022		S			144,666	(9)	(9)	Common Stock	144,666	(9)	0	I	By Consonance Life Sciences, LLC(10)

1. Name and Address of Reporting Person^*

BLUTT MITCHELL J MD

(Last) (First) (Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Soffer Benny

(Last) (First) (Middle)

C/O CONSONANCE-HFW ACQUISITION CORP.,

1 PALMER SQUARE, SUITE 305

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Livingston Kevin Harold

(Last) (First) (Middle)

C/O CONSONANCE-HFW ACQUISITION CORP.,

1 PALMER SQUARE, SUITE 305

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Consonance Capital Management LP

(Last) (First) (Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Consonance Capman GP, LLC

(Last) (First) (Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Consonance Life Sciences

(Last) (First) (Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. On December 12, 2022, Consonance Capital Master Account LP (the "Master Account"), Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"), a certain managed account (the "Managed Account"), Consonance Life Sciences, LLC ("Consonance Life Sciences"), and Surrozen, Inc. (the "Issuer") entered into a Securities Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Master Account agreed to sell to the Issuer 1,748,750 shares of common stock of the Issuer and warrants to purchase 582,916 shares of common stock of the Issuer for an aggregate purchase price of $874,375. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation.

2. Consonance Capital Management LP ("Consonance Management") was an indirect beneficial owner of the securities reported herein that were held by the Master Account. Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest.

3. (Continued from Footnote 2) Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by the Master Account except to the extent of their pecuniary interest therein.

4. Pursuant to the Purchase Agreement, Consonance Opportunity Master agreed to sell to the Issuer 1,297,922 shares of common stock of the Issuer and warrants to purchase 432,639 shares of common stock of the Issuer for an aggregate purchase price of $648,961. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation.

5. Consonance Management was an indirect beneficial owner of the securities reported herein that were held by Consonance Opportunity Master. Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management.

6. (Continued from Footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by Consonance Opportunity Master except to the extent of their pecuniary interest therein.

7. Pursuant to the Purchase Agreement, the Managed Account agreed to sell to the Issuer 450,827 shares of common stock of the Issuer and warrants to purchase 150,275 shares of common stock of the Issuer for an aggregate purchase price of $225,413.50. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation.

8. Consonance Management was an indirect beneficial owner of the securities reported herein that were held by the Managed Account. Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by the Managed Account except to the extent of their pecuniary interest therein.

9. Pursuant to the Purchase Agreement, Consonance Life Sciences agreed to sell to the Issuer 1,885,000 shares of common stock of the Issuer and warrants to purchase 144,666 shares of common stock of the Issuer for an aggregate purchase price of $942,500. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation.

10. 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 that were held by Consonance Life Sciences except to the extent of their pecuniary interest therein. The Master Account, Consonance Opportunity Master and the Managed Account in the aggregate own the majority of the unit interests in Consonance Life Sciences.

Remarks:

	CONSONANCE CAPITAL MANAGEMENT LP, By: Consonance Capman GP LLC, its general partner, Name: /s/ Mitchell Blutt, Title: Manager and Member	12/15/2022
	CONSONANCE CAPMAN GP, LLC, Name: /s/ Mitchell Blutt, Title: Manager and Member	12/15/2022
	CONSONANCE LIFE SCIENCES, LLC, Name: /s/ Benny Soffer, Title: Manager	12/15/2022
	MITCHELL BLUTT, Name: /s/ Mitchell Blutt	12/15/2022
	BENNY SOFFER, Name: /s/ Benny Soffer	12/15/2022
	KEVIN LIVINGSTON, Name: /s/ Kevin Livingston	12/15/2022
	** Signature of Reporting Person	Date
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