Sec Form 4 Filing - BLUTT MITCHELL J MD @ Consonance-HFW Acquisition Corp. - 2020-11-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
BLUTT MITCHELL J MD
2. Issuer Name and Ticker or Trading Symbol
Consonance-HFW Acquisition Corp. [ CHFW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1370 AVENUE OF THE AMERICAS, SUITE 3301
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2020
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Ordinary Shares 11/23/2020 P 500,000 A 500,000 I By Consonance Capital Master Account, LP ( 2 ) ( 3 )
Class A Ordinary Shares 11/23/2020 P 371,100 A 371,100 I By Consonance Capital Opportunity Master Fund, LP ( 4 ) ( 5 )
Class A Ordinary Shares 11/23/2020 P 128,900 A 128,900 I By Managed Account ( 6 )
Class A Ordinary Shares 434,000 I By Consonance Life Sciences, LLC ( 7 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLUTT MITCHELL J MD
1370 AVENUE OF THE AMERICAS
SUITE 3301
NEW YORK, NY10019
X X
Consonance Capital Management LP
1370 AVENUE OF THE AMERICAS
SUITE 3301
NEW YORK, NY10019
X X
Consonance Capital Opportunity Fund Management LP
1370 AVENUE OF THE AMERICAS
SUITE 3301
NEW YORK, NY10019
X X
Consonance Capman GP, LLC
1370 AVENUE OF THE AMERICAS
SUITE 3301
NEW YORK, NY10019
X X
Signatures
CONSONANCE CAPITAL MANAGEMENT LP, By: Consonance Capman GP LLC, its general partner, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 12/04/2020
Signature of Reporting Person Date
CONSONANCE CAPITAL OPPORTUNITY FUND MANAGEMENT LP, By: Consonance Capman GP LLC, its general partner, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 12/04/2020
Signature of Reporting Person Date
CONSONANCE CAPMAN GP LLC, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 12/04/2020
Signature of Reporting Person Date
MITCHELL J. BLUTT, Name: /s/ Mitchell J. Blutt, M.D. 12/04/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents part of units of Consonance-HFW Acquisition Corp. (the "Issuer") purchased in the Issuer's initial public offering for $10 per unit. Each unit consists of one Class A ordinary share ("Class A Share") of the Issuer and one-third of one 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 are not being reported on this Form 4 because they cannot be exercised until the satisfaction of material conditions outside the control of the Reporting Persons.
( 2 )Consonance Capital Management LP ("Consonance Management") is an indirect beneficial owner of the Class A Shares held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the shares held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation.
( 3 )(Continued from footnote 2) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
( 4 )Consonance Management is an indirect beneficial owner of the Class A Shares held by Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"). Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the shares held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation.
( 5 )(Continued from footnote 4) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
( 6 )Consonance Capital Opportunity Fund Management LP ("Consonance Opportunity") is an indirect beneficial owner of the Class A Shares held by a certain managed account (the "Managed Account"). Consonance Opportunity is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Opportunity. Consonance Opportunity receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
( 7 )Consonance Life Sciences, LLC ("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. The Master Fund, Consonance Opportunity Master and the Managed Account in the aggregate own the majority of the unit interests in Consonance Life Sciences.

Remarks:
Consonance Capman GP LLC ("Capman") is the general partner of Consonance Capital Management LP ("Consonance Management") and Consonance Capital Opportunity Fund Management LP ("Consonance Opportunity"). Mitchell Blutt is the manager and member of Capman. Consonance Life Sciences, LLC ("Consonance Life Sciences") is governed by a board of managers consisting of Mitchell Blutt, Benny Soffer and Kevin Livingston. Dr. Blutt is the Chairman of the Board of Directors (the "Board") of Consonance-HFW Acquisition Corp. (the "Issuer"). In addition, Benny Soffer, a Partner at Consonance Management, is a member of the Issuer's Board. By virtue of their representation on the Issuer's Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Consonance Management, Consonance Opportunity, Capman, Consonance Life Sciences and certain of their affiliates, including the Consonance Capital Master Account, LP, Consonance Capital Opportunity Master Fund, LP and a certain managed account, are deemed directors by deputization of the Issuer.

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