Sec Form 4/A Filing - He Junli @ Biostage, Inc. - 2023-04-10

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person He Junli 2. Issuer Name and Ticker or Trading Symbol Biostage, Inc. [ BSTG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O BIOSTAGE, INC.,, 84 OCTOBER HILL ROAD, SUITE 11 3. Date of Earliest Transaction (MM/DD/YY) 04/10/2023 (Street) HOLLISTON,, MA01746 4. If Amendment, Date Original Filed (MM/DD/YY) 04/12/2023 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 6.08 04/10/2023 A 267,616 ( 1 ) 04/10/2033 Common Stock, par value $0.01 per share 267,616 $ 0 267,616 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other He Junli C/O BIOSTAGE, INC., 84 OCTOBER HILL ROAD, SUITE 11 HOLLISTON,, MA01746 X CEO Signatures /s/ Joseph Damasio, by power of attorney 07/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 12, 2023, the Reporting Person filed a Form 4 (the "Original Form 4"), which noted a stock option (right to buy) of 488,256 shares (also known as milestone options) of Biostage, Inc. On July 10, 2023, the Issuer and Reporting Person amended and corrected such option amount to 267,616 shares. This amendment is being filed to amend and restate the reporting of those stock options to report the corrected amount. Subject to continued employment or service through the applicable vesting dates, up to 267,616 shall vest in two increments, each for 133,808 shares, each such vesting subject to certain performance milestones set by the Board of Directors of the Issuer.

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.
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