Humacyte, Inc. — Major Shareholding Notification 2021

Mar 1, 2021

SC 13G 1 formsc13g.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. N/A)*

Alpha Healthcare Acquisition Corp.

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(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

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(Title of Class of Securities)

020751103

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(CUSIP Number)

February 24, 2021

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[X]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Parian
Global Management LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [ ] |
| | (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 844,734
(See Item 4 below) |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 844,734
(See Item 4 below) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 844,734
(See Item 4 below) |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 8.16% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | IA |

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| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Parian
Global Master Fund LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [ ] |
| | (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cayman
Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 648,844
(See Item 4 below) |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 648,844
(See Item 4 below) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 648,844
(See Item 4 below) |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS ) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.27% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | PN |

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| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | CCZG
LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [ ] |
| | (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 844,734
(See Item 4 below) |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 844,734
(See Item 4 below) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 844,734
(See Item 4 below) |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 8.16% |
| 12. | TYPE
OF REPORTING PERSON |
| | (SEE
INSTRUCTIONS) |
| | HC |

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| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Zachary
C. Miller |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [ ] |
| | (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 844,734
(See Item 4 below) |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 844,734
(See Item 4 below) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 844,734
(See Item 4 below) |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 8.16% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | HC,
IN |

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| Item
1. | (a). | Name
of Issuer: |
| --- | --- | --- |
| | | Alpha
Healthcare Acquisition Corp. |
| | (b). | Address
of issuer’s principal executive offices: |
| | | 1177
Avenue of the Americas, 5 th Floor |
| | | New
York, NY 10036 |
| Item
2. | (a). | Name
of person filing: |
| | | Parian
Global Management LP |
| | | Parian
Global Master Fund LP |
| | | CCZG
LLC |
| | | Zachary
C. Miller |
| | (b). | Address
or principal business office or, if none, residence: |
| | | c/o
Parian Global Management LP |
| | | One
Grand Central Place |
| | | 60
E. 42 nd St., Suite 850 |
| | | New
York, NY 10165 |
| | (c). | Citizenship: |
| | | Parian
Global Management LP - Delaware |
| | | Parian
Global Master Fund LP – Cayman Islands |
| | | CCZG
LLC – Delaware |
| | | Zachary
C. Miller – United States |
| | (d). | Title
of class of securities: |
| | | Class
A Common Stock, par value $0.0001 per share |
| | (e). | CUSIP
No.: |
| | | 020751103 |

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| Item
3. | If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is
a | |
| --- | --- | --- |
| | N/A | |
| Item
4. | Ownership. | |
| | Shares
reported herein are beneficially owned by Parian Global Management LP (“Parian”) in its capacity as investment
manager to Parian Global Master Fund LP and one or more other private investment vehicles. CCZG LLC serves as general partner
of Parian, and Mr. Miller is the managing member of CCZG LLC. Shares reported herein for CCZG LLC and Mr. Miller represent
the above referenced shares reported with respect to Parian. Each of the Reporting Persons disclaims beneficial ownership
of the shares reported herein except to the extent of its or his pecuniary interest therein. The percentages reported herein
are calculated based upon the statement in the Issuer’s Report on Form 10-K for the period ended December 31, 2020,
as filed with the Securities and Exchange Commission on February 16, 2021, that there were 10,355,000 shares of Class A Common
Stock of the Issuer outstanding as of February 16, 2021. | |
| | Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. | |
| | (a) | Amount beneficially owned: |
| | | Parian
Global Management LP – 844,734 |
| | | Parian
Global Master Fund LP - 648,844 |
| | | CCZG
LLC – 844,734 |
| | | Zachary
C. Miller – 844,734 |
| | (b) | Percent of class: |
| | | Parian
Global Management LP – 8.16% |
| | | Parian
Global Master Fund LP – 6.27% |
| | | CCZG
LLC – 8.16% |
| | | Zachary
C. Miller – 8.16% |
| | (c) | Number
of shares as to which the person has: |

| (i) | Sole
power to vote or to direct the vote |
| --- | --- |
| | Parian
Global Management LP – 0 |
| | Parian
Global Master Fund LP - 0 |
| | CCZG
LLC – 0 |
| | Zachary
C. Miller – 0 |
| (ii) | Shared
power to vote or to direct the vote |
| | Parian
Global Management LP – 844,734 |
| | Parian
Global Master Fund LP - 648,844 |
| | CCZG
LLC – 844,734 |
| | Zachary
C. Miller – 844,734 |
| (iii) | Sole
power to dispose or to direct the disposition of |
| | Parian
Global Management LP – 0 |
| | Parian
Global Master Fund LP - 0 |
| | CCZG
LLC – 0 |
| | Zachary
C. Miller – 0 |
| (iv) | Shared
power to dispose or to direct the disposition of |
| | Parian
Global Management LP – 844,734 |
| | Parian
Global Master Fund LP - 648,844 |
| | CCZG
LLC – 844,734 |
| | Zachary
C. Miller – 844,734 |

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| Item
5. | Ownership
of Five Percent or Less of a Class. |
| --- | --- |
| | If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following. |
| | N/A |
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person. |
| | If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required. |
| | N/A |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent |
| | Holding
Company or Control Person. |
| | If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary. |
| | N/A |
| Item
8. | Identification
and Classification of Members of the Group. |
| | If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| | N/A |
| Item
9. | Notice
of Dissolution of Group. |
| | Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5. |
| | N/A |
| Item
10. | Certification. |
| | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under §240.14a-11. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated:
March 1, 2021 | |
| --- | --- |
| Parian
Global Management LP | |
| By: | CCZG
LLC, its General partner |
| By: | /s/
Zachary C. Miller |
| | Zachary
C. Miller, Managing Member |
| Parian
Global Master LP | |
| By: | Parian
Global Management LP, its Investment Manager |
| By: | CCZG
LLC, the General Partner of the Investment Manager |
| By: | /s/
Zachary C. Miller |
| Zachary
C. Miller, Managing Member | |
| CCZG
LLC | |
| By: | /s/
Zachary C. Miller |
| | Managing
Member |
| Zachary C. Miller | |
| By: | /s/
Zachary C. Miller |
| | Zachary
C. Miller |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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