Sec Form 4 Filing - HighCape Capital, L.P. @ AZIYO BIOLOGICS, INC. - 2021-12-08

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) X __ 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) 12/08/2021 (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 12/08/2021 P 353,773 A $ 4.24 4,862,604 I See footnote( 1 )( 2 )( 3 ) Class A Common Stock 12/08/2021 P 58,962 A $ 4.24 90,807 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
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 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, NY0018 X X	Signatures /s/ W. Matthew Zuga 12/10/2021 Signature of Reporting Person Date /s/ Kevin Rakin 12/10/2021 Signature of Reporting Person Date HIGHCAPE PARTNERS GP, LLC By: /s/ W. Matthew Zuga, Managing Member 12/10/2021 Signature of Reporting Person Date HIGHCAPE PARTNERS GP, L.P. By: /s/ W. Matthew Zuga, Managing Member 12/10/2021 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 12/10/2021 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 12/10/2021 Signature of Reporting Person Date HIGHCAPE CAPITAL, L.P. By: /s/ W. Matthew Zuga, Managing Member 12/10/2021 Signature of Reporting Person Date HIGHCAPE CAPITAL, LLC By: /s/ W. Matthew Zuga, Managing Member 12/10/2021 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. Matthew Zuga, Managing Member 12/10/2021 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 12/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 shares of Common Stock held of record by HighCape Partners QP, L.P.; (iii) 499,145 shares of Common Stock held of record by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Common Stock held of record by HighCape Co-Investment Vehicle II, LLC; and (v) 48,931 shares of Common Stock held of record 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 is the general partner of HighCape Partners GP, L.P., which 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 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.

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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