Sec Form 4 Filing - BAYER HEALTHCARE LLC @ Azitra Inc - 2023-06-21

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 BAYER HEALTHCARE LLC 2. Issuer Name and Ticker or Trading Symbol Azitra Inc [ AZTR] 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) 100 BAYER BOULEVARD, 3. Date of Earliest Transaction (MM/DD/YY) 06/21/2023 (Street) WHIPPANY, NJ07981 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 06/21/2023 C 1,307,401 A 1,307,401 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 Convertible Preferred Stock ( 1 ) 06/21/2023 C 1,307,401 ( 1 ) ( 1 ) Common Stock 1,307,401 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAYER HEALTHCARE LLC 100 BAYER BOULEVARD WHIPPANY, NJ07981 X Bayer US Holding LP 100 BAYER BOULEVARD WHIPPANY, NJ07981 X Bayer World Investments B.V. SIRIUSDREEF 36 HOOFDDORP, P72132WT X BAYER AKTIENGESELLSCHAFT BAYERWERK, GEBAEUDE W11 KAISER-WILHELM-ALLEE 1 LEVERKUSEN, 2M51373 X Signatures Bayer HealthCare LLC, By: /s/ Keith Abrams, Name: Keith Abrams, Title: Assistant Secretary 07/21/2023 Signature of Reporting Person Date Bayer US Holding LP, By: /s/ Keith Abrams, Name: Keith Abrams, Title: VP, Head of Corp. Law and Asst. Secretary 07/21/2023 Signature of Reporting Person Date Bayer World Investments B.V., By: /s/ Kati Schnuerer, Name: Kati Schnuerer, Title: Managing Director 07/21/2023 Signature of Reporting Person Date Bayer Aktiengesellschaft, By: /s/ Deny-Jean Silny, Name: Deny-Jean Silny, Title: Head of Legal M&A 07/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series B Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.11 per share, after making certain anti-dilution adjustments. The Series B Convertible Preferred Stock had no expiration date. ( 2 )The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.

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).

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