Sec Form 4 Filing - Cheshire MD Holdings, LLC @ Miromatrix Medical Inc. - 2021-06-23

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 Cheshire MD Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol Miromatrix Medical Inc. [ MIRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DAVITA INC., 2000 16TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2021 (Street) DENVER, CO80202 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

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 Warrants $ 7.5 06/23/2021 X 240,000 03/06/2020 06/28/2021 Series C Preferred Stock 240,000 $ 0 0 D ( 1 ) Series C Preferred Stock ( 2 ) 06/23/2021 X 240,000 ( 2 ) ( 2 ) Common Stock 250,000 $ 0 240,000 D ( 1 ) Series C Preferred Stock ( 2 ) 06/23/2021 S( 3 ) 192,000 ( 2 ) ( 2 ) Common Stock 200,000 ( 3 ) 48,000 D ( 1 ) Convertible Promissory Note $ 7.5 06/23/2021 X 03/06/2020 09/06/2021 Series C Preferred Stock 956,887 $ 0 0 D ( 1 ) Series C Preferred Stock ( 2 ) 06/23/2021 X 956,887 ( 2 ) ( 2 ) Common Stock 996,757 $ 0 1,004,887 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cheshire MD Holdings, LLC C/O DAVITA INC. 2000 16TH STREET DENVER, CO80202 X DAVITA INC. 2000 16TH STREET DENVER, CO80202 X Signatures By: Cheshire MD Holdings, LLCName: Steve PhillipsTitle: Vice President/s/ Stephanie Berberich, Attorney-in-Fact 06/25/2021 Signature of Reporting Person Date By: DaVita Inc.Name: Stephanie BerberichTitle: Assistant Corporate Secretary/s/ Stephanie Berberich 06/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As a result of DaVita Inc.'s ownership interest in Cheshire MD Holdings, LLC, DaVita Inc. may be deemed to have an indirect pecuniary interest in the shares held directly by Cheshire MD Holdings, LLC. ( 2 )Each share of Series C Preferred Stock has no expiration date and will automatically convert into shares of Common Stock upon the closing of the Issuer's Initial Public Offering at a rate determined by dividing $7.50 by $7.20. ( 3 )On June 23, 2021, Cheshire MD Holdings, LLC exercised the warrant to purchase 240,000 shares of the Issuer's Series C Preferred Stock for $7.50 a share. Pursuant to the terms of the warrant, Cheshire MD Holdings, LLC paid the exercise price on a cashless basis, resulting in the Issuer withholding 192,000 of the warrant shares to pay the exercise price and issuing to Cheshire MD Holdings, LLC the remaining 48,000 shares.

Remarks: Exhibit 24 - Power of Attorney

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