Sec Form 3/A Filing - Rhodes Jennifer J @ Angion Biomedica Corp. - 2021-02-04

FORM 3/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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Rhodes Jennifer J 2. Issuer Name and Ticker or Trading Symbol Angion Biomedica Corp. [ ANGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ANGION BIOMEDICA CORP., 51 CHARLES LINDBERGH BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2021 (Street) UNIONDALE, NY11553 4. If Amendment, Date Original Filed (MM/DD/YY) 02/04/2021 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 35,242 ( 1 ) ( 2 ) D

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) $ 9.52 ( 1 ) ( 3 ) 02/13/2030 Common Stock 116,687 ( 1 ) D Stock Option (Right to Buy) $ 7.78 ( 1 ) ( 4 ) 06/17/2030 Common Stock 58,343 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rhodes Jennifer J C/O ANGION BIOMEDICA CORP. 51 CHARLES LINDBERGH BLVD. UNIONDALE, NY11553 See Remarks Signatures /s/ Jennifer J. Rhodes 02/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a 1-to-1.55583 stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement. ( 2 )Restricted stock units ("RSUs"). The Reporting Person is entitled to receive one (1) shares of Common Stock for each one (1) RSU upon the vesting thereof. ( 3 )25% of the total shares subject to the option shall vest on the first anniversary measured from January 13, 2020 (the "Vesting Commencement Date") and 1/24th of the shares subject to the option will vest monthly thereafter, so that 100% of the shares subject to the option will be fully vested and exercisable as of the third anniversary of the Vesting Commencement Date. ( 4 )1/48th of the total number of shares vest in forty-eight (48) successive and equal monthly installments measured from June 18, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

Remarks: Senior Vice President, General Counsel, Chief Compliance Officer and Corporate SecretaryAmendment made to reflect updated Beneficial Ownership after RSU vesting on January 13, 2021 not previously reflected.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.