Surrozen, Inc./DE — Director's Dealing 2021

Aug 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Surrozen, Inc./DE (SRZN)
CIK: 0001824893
Period of Report: 2021-08-11

Reporting Person: Consonance Life Sciences (Former 10% Holder)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-11	Class A Ordinary Shares	D	434000	—	Disposed	0	Indirect
2021-08-11	Class B Ordinary Shares	J	759000	—	Disposed	1451000	Indirect
2021-08-11	Class B Ordinary Shares	D	1451000	—	Disposed	0	Indirect
2021-08-11	Common Stock	A	434000	—	Acquired	434000	Indirect
2021-08-11	Common Stock	A	1451000	—	Acquired	1885000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-11	Warrants	$11.50	D	144667	Disposed		Class A Ordinary Shares (144667)	Indirect
2021-08-11	Warrants	$11.50	A	144667	Disposed		Common Stock (144667)	Indirect

Footnotes

F1: 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,

F2: (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".

F3: 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.

F4: 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.

F5: 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.