Sec Form 4 Filing - Cheshire MD Holdings, LLC @ Miromatrix Medical Inc. - 2021-06-28

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
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)
06/28/2021
(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
Common Stock 06/28/2021 C 933,334 A 933,334 D ( 2 )
Common Stock 06/28/2021 C 1,046,757 A 1,980,091 D ( 2 )
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
Series B-2 Preferred Stock ( 1 ) 06/28/2021 C 933,334 ( 1 ) ( 1 ) Common Stock 933,334 $ 0 0 D ( 2 )
Series C Preferred Stock ( 3 ) 06/28/2021 C 1,004,887 ( 3 ) ( 3 ) Common Stock 1,046,757 $ 0 0 D ( 2 )
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 06/29/2021
Signature of Reporting Person Date
By: DaVita Inc.Name: Stephanie BerberichTitle: Assistant Corporate Secretary/s/ Stephanie Berberich 06/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B-2 Preferred Stock had no expiration date and automatically converted into one share of Common Stock upon the closing of the Issuer's Initial Public Offering ("IPO").
( 2 )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.
( 3 )Each share of Series C Preferred Stock had no expiration date and automatically converted into shares of Common Stock upon the closing of the Issuer's IPO at a rate determined by dividing $7.50 by $7.20.

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