Sec Form 4 Filing - HighCape Capital, L.P. @ AZIYO BIOLOGICS, INC. - 2020-10-13

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 HighCape Capital, L.P. 2. Issuer Name and Ticker or Trading Symbol AZIYO BIOLOGICS, INC. [ AZYO] 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) 452 5TH AVENUE, 21ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2020 (Street) NEW YORK, NY10018 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 Class A Common Stock 10/13/2020 C 4,062,451 A $ 0 4,062,451 I Footnote ( 1 ) ( 2 ) ( 3 ) Class A Common Stock 10/13/2020 X 7,655 A $ 5.4424 4,070,106 I Footnote ( 2 ) ( 3 ) ( 4 ) Class A Common Stock 10/13/2020 F 2,451 D $ 5.4424 4,067,655 I Footnote ( 2 ) ( 3 ) ( 4 ) Class A Common Stock 10/13/2020 P 441,176 A $ 17 4,508,831 I Footnote ( 2 ) ( 3 ) ( 5 ) Class A Common Stock 31,845 I Held by the Kevin L. Rakin Irrevocable Trust

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 A Convertible Preferred Stock ( 6 ) 10/13/2020 C 31,133,977 ( 6 ) ( 6 ) Class A Common Stock 4,062,451 $ 0 0 I Footnote ( 1 ) ( 2 ) ( 3 ) Warrant $ 5.4424 10/13/2020 X 7,655 03/27/2017 03/01/2027 Class A Common Stock 7,655 $ 0 0 I Footnote ( 2 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HighCape Capital, L.P. 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X HIGHCAPE PARTNERS, L.P. 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X HIGHCAPE PARTNERS QP, L.P. 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X HighCape Partners GP, LLC 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X HighCape Partners GP, L.P. 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X HighCape Co-Investment Vehicle I, LLC 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X HighCape Co-Investment Vehicle II, LLC 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X HighCape Capital, LLC 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X Zuga Matt 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X X RAKIN KEVIN 452 5TH AVENUE, 21ST FLOOR NEW YORK, NY10018 X X Signatures /s/ W. Matthew Zuga 10/13/2020 Signature of Reporting Person Date /s/ Kevin Rakin 10/13/2020 Signature of Reporting Person Date HIGHCAPE PARTNERS GP, LLC By: /s/ W. Matthew Zuga, Managing Member 10/13/2020 Signature of Reporting Person Date HIGHCAPE PARTNERS GP, L.P. By: /s/ W. Matthew Zuga, Managing Member 10/13/2020 Signature of Reporting Person Date HIGHCAPE PARTNERS, L.P. By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 10/13/2020 Signature of Reporting Person Date HIGHCAPE PARTNERS QP, L.P. By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 10/13/2020 Signature of Reporting Person Date HIGHCAPE CAPITAL, L.P. By: /s/ W. Matthew Zuga, Managing Member 10/13/2020 Signature of Reporting Person Date HIGHCAPE CAPITAL, LLC By: /s/ W. Matthew Zuga, Managing Member 10/13/2020 Signature of Reporting Person Date HIGHCAPE CO-INVESTMENT VEHICLE I, LLC By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthe w Zuga, Managing Member 10/13/2020 Signature of Reporting Person Date HIGHCAPE CO-INVESTMENT VEHICLE II, LLC By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 10/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of (i) 43,255 shares of Class A common stock held by HighCape Partners, L.P.; (ii) 3,211,838 shares of Class A common stock held by HighCape Partners QP, L.P.; (iii) 499,145 shares of Class A common stock held by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Class A common stock held by HighCape Co-Investment Vehicle II, LLC and (v) 48,931 shares of Class A common stock held by HighCape Capital, L.P. ( 2 )Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which in turn is the general partner of HighCape Partners GP, L.P., which in turn is the general partner of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which in turn is the general partner of HighCape Capital, L.P. Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held by HighCape Partners, L.P. and HighCape Partners QP, L.P., and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. ( 3 )In addition, Mr. Zuga is the managing member of each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC and may be deemed to beneficially own the securities held by such entities. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any. ( 4 )HighCape Partners QP, L.P. is the record holder of these securities. ( 5 )Consists of (i) 49,118 shares of Class A common stock held by HighCape Partners, L.P.; (ii) 3,652,355 shares of Class A common stock held by HighCape Partners QP, L.P.; (iii) 499,145 shares of Class A common stock held by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Class A common stock held by HighCape Co-Investment Vehicle II, LLC and (v) 48,931 shares of Class A common stock held by HighCape Capital, L.P. ( 6 )Each share of Series A preferred stock was automatically converted into 0.071659417 shares of Class A common stock upon the closing of the Issuer's initial public offering. In addition, immediately prior to the consummation of the Issuer's underwritten initial public offering of its Class A common stock, each holder of Series A preferred stockholders received, for each share of Series A preferred stock then held, 0.820876470 shares of Class A common stock (the quotient of $13.9549 divided by $17.00, the price per share of Class A common stock in such offering).

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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