| 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)
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2. Issuer Name and Ticker or Trading Symbol
Envoy Medical, Inc. [ COCH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/29/2023 | ||||||||||||||||||||||||||
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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 Common Stock, par value $0.0001 per share | 09/29/2023 | C | 2,490,000 | A | (1)(2) | 2,490,000 | D(3) | |||
| Class A Common Stock, par value $0.0001 per share | 09/29/2023 | J | 490,000 | D | (4) | 2,000,000(5) | D(3) | |||
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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 | ||||||||
| Series A Preferred Stock, par value $0.0001 per share | $11.5(6) | 09/29/2023 | P | 1,000,000(7) | (6) | (6) | Class A Common Stock, par value $0.0001 per share | 869,565(6) | $10 | 1,000,000 | I(3) | See footnote 6 | |||
| Series A Preferred Stock, par value $0.0001 per share | $11.5(6) | 09/29/2023 | J | 2,500,000(8) | (6) | (6) | Class A Common Stock, par value $0.0001 per share | 2,173,913(6) | $0(8) | 2,500,000 | D(3) | ||||
| Class B Common Stock, par value $0.0001 per share | (9) | 09/29/2023 | D | 5,510,000(9) | (9) | (9) | Class A Common Stock, par value $0.0001 per share | 5,510,000 | $0(9) | 4,990,000 | D(3) | ||||
| Class B Common Stock, par value $0.0001 per share | (8) | 09/29/2023 | J | 2,500,000(8) | (8) | (8) | Class A Common Stock, par value $0.001 per share | 2,500,000 | $0(8) | 2,490,000 | D(3) | ||||
| Class B Common Stock, par value $0.0001 per share | (10) | 09/29/2023 | C | 2,490,000(10) | (10) | (10) | Class A Common Stock, par value $0.0001 per share | 2,490,000 | $0(10) | 0 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares were issued in connection with the automatic conversion of an equal number of shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), which converted to Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), upon the closing (the "Closing") of the business combination between Anzu Special Acquisition Corp. I and Envoy Medical Corporation (the "Business Combination").... (continued) |
| 2. (Continued from footnote 1) ...Prior to the Closing, Anzu SPAC GP I LLC (the "Sponsor") beneficially owned 10,500,000 shares of Class B Common Stock. In connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock and exchanged 2,500,000 shares of Class B Common Stock for an equal number of shares of Series A Preferred Stock, par value $0.0001 ("Series A Preferred Stock") in a private exchange offer. The Issuer's remaining 2,490,000 shares of Class B Common Stock automatically converted to an equal number of shares of Class A Common Stock upon the Closing. |
| 3. Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 4. The Sponsor transferred an aggregate of 490,000 shares of Class A Common Stock to various third parties pursuant to (i) the extension support agreements between the Issuer, the Sponsor and several unaffiliated third parties and (ii) the side letter agreements between the Sponsor and certain institutional investors. |
| 5. 1,000,000 of these shares have vested. The remaining 1,000,000 shares remain unvested and subject to forfeiture, and will vest upon the U.S. Food and Drug Administration's approval of the Issuer's Acclaim cochlear implant device or upon a change of control of the Issuer. All 2,000,000 shares are subject to a contractual lock-up agreement and may only be transferred in accordance with the terms thereof. |
| 6. These shares of Series A Preferred Stock have no expiration date. These shares of Series A Preferred Stock are subject to mandatory conversion into shares of Class A Common Stock at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate of Designation. In addition, holders of Series A Preferred Stock have the right, at any time at such preferred stockholder's option, to convert each share of Series A Preferred Stock to shares of Class A Common Stock based on the ratio determined by dividing the Original Issuance Price of $10.00 per share by the Conversion Price of $11.50 per share, subject to certain customary adjustments in the event of certain events affecting the price of the Class A Common Stock, such as stock splits and combinations, or the distribution of options, rights or warrants, as described in the Certificate of Designation. |
| 7. On April 17, 2023, the Issuer entered into a subscription agreement with the Sponsor pursuant to which AICP III L.P., Anzu Industrial Capital Partners III, L.P. and Anzu Industrial Capital Partners III QP, L.P., each an affiliate of the Sponsor, paid an aggregate $10,000,000 in exchange for 1,000,000 shares of Series A preferred stock, par value $0.0001 per share ("Series A Preferred Stock"), which shares were issued to such affiliates on September 29, 2023. |
| 8. On September 29, 2023, in connection with the Closing, an aggregate of 2,500,000 shares of Series A Preferred Stock were issued to the Sponsor in exchange for 2,500,000 shares of Class B Common Stock held by the Sponsor in a private exchange offer. |
| 9. On September 29, 2023, in connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock. |
| 10. On September 29, 2023, in connection with the Closing, each share of Class B Common Stock automatically converted into one share of Class A Common Stock. |
| /s/ Andrew P. Campbell as attorney-in-fact for Anzu SPAC GP I LLC | 10/03/2023 | |
| /s/ Andrew P. Campbell as attorney-in-fact for Dr. Whitney Haring-Smith | 10/03/2023 | |
| ** 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. | ||
