ELUTIA INC. — Director's Dealing 2020

Oct 8, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AZIYO BIOLOGICS, INC. (AZYO)
CIK: 0001708527
Period of Report: 2020-10-07

Reporting Person: HIGHCAPE PARTNERS, L.P. (10% Owner)
Reporting Person: HIGHCAPE PARTNERS QP, L.P. (10% Owner)
Reporting Person: HighCape Partners GP, LLC (10% Owner)
Reporting Person: HighCape Partners GP, L.P. (10% Owner)
Reporting Person: HighCape Co-Investment Vehicle I, LLC (10% Owner)
Reporting Person: HighCape Co-Investment Vehicle II, LLC (10% Owner)
Reporting Person: HighCape Capital, L.P. (10% Owner)
Reporting Person: HighCape Capital, LLC (10% Owner)
Reporting Person: Zuga Matt (Director, 10% Owner)
Reporting Person: RAKIN KEVIN (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	31845	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Class A Common Stock (4062451)		Indirect
Class A Common Stock Warrant	$5.4424	2027-03-01	Class A Common Stock (7655)		Indirect

Footnotes

F1: The Series A preferred stock is convertible at any time, at the holder's election and has no expiration date. Upon the closing of the Issuer's initial public offering, each share of Series A preferred stock shall be automatically converted into (i) 0.071659417 shares of the Issuer's Class A common stock (the "Conversion Shares") and (ii) a number of shares of Class A common stock (the "Preference Shares") equal to $13.9549 divided by the price per share of Class A common stock in such offering.

F2: Consists of (i) 43,255 shares of Class A common stock held by HighCape Partners, L.P.; (ii) 3,211,838 shares of Class A common stock held by HighCape Partners QP, L.P.; (iii) 499,145 shares of Class A common stock held by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Class A common stock held by HighCape Co-Investment Vehicle II, LLC and (v) 48,931 shares of Class A common stock held by HighCape Capital, L.P.

F3: Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner of HighCape Partners GP, L.P., which is the general partner of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which is the general partner of HighCape Capital, L.P. Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held by HighCape Partners, L.P. and HighCape Partners QP, L.P., and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P.

F4: In addition, Mr. Zuga is the managing member of each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC and may be deemed to beneficially own the securities held by such entities. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.

F5: HighCape Partners QP, L.P. is the record holder of these securities.