Sec Form 4 Filing - DST Capital LLC @ Biostage, Inc. - 2021-09-01

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 DST Capital LLC 2. Issuer Name and Ticker or Trading Symbol Biostage, Inc. [ BSTG] 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 BIOSTAGE, INC.,, 84 OCTOBER HILL ROAD, SUITE 11 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2021 (Street) HOLLISTON, MA01746 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 09/01/2021 P 500,000 A $ 2 ( 1 ) 3,650,000 D Common Stock 30,722 I Owned by sole member of reporting person

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 Warrant (right to buy) $ 2 09/01/2021 P( 1 ) 250,000 09/01/2021 09/01/2026 Common Stock 250,000 ( 1 ) 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DST Capital LLC C/O BIOSTAGE, INC., 84 OCTOBER HILL ROAD, SUITE 11 HOLLISTON, MA01746 X Signatures /s/ Chad Porter, by power of attorney 09/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 1, 2021, the Issuer and the Reporting Person entered into a securities purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired from the Issuer in a private placement: (i) 500,000 shares of the Issuer's common stock, $0.01 par value (collectively, the "Shares"); and (ii) warrants to purchase up to 250,000 shares of common stock with an exercise price of $2.00 per share (the "Warrants"). The aggregate subscription amount paid by the Reporting Person for the Shares and Warrants acquired by it pursuant to the Purchase Agreement was $1,000,000.

Remarks: This form has been signed under power of attorney

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).

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