Sec Form 4 Filing - HighCape Capital, L.P. @ AZIYO BIOLOGICS, INC. - 2021-06-07

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) 06/07/2021 (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

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) $ 10.41 06/07/2021 A 14,082 ( 1 ) 06/06/2031 Class A Common Stock 14,082 $ 0 14,082 I See footnote ( 2 ) Stock Option (Right to Buy) $ 10.41 06/07/2021 A 14,082 ( 1 ) 06/06/2031 Class A Common Stock 14,082 $ 0 14,082 I See footnote ( 3 )

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 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/ Kevin L. Rakin 06/09/2021 Signature of Reporting Person Date /s/ W. Matthew Zuga 06/09/2021 Signature of Reporting Person Date HighCape Partners GP, LLC<br> By: /s/ W. Matthew Zuga, Managing Member 06/09/2021 Signature of Reporting Person Date HighCape Partners GP, L.P.<br> By: /s/ W. Matthew Zuga, Managing Member 06/09/2021 Signature of Reporting Person Date HighCape Partners, L.P.<br> By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 06/09/2021 Signature of Reporting Person Date HighCape Partners QP, L.P.<br> By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 06/09/2021 Signature of Reporting Person Date HighCape Capital, L.P.<br> By: /s/ W. Matthew Zuga, Managing Member 06/09/2021 Signature of Reporting Person Date HighCape Capital, LLC<br> By: /s/ W. Matthew Zuga 06/09/2021 Signature of Reporting Person Date HighCape Co-Investment Vehicle I, LLC<br> By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 06/09/2021 Signature of Reporting Person Date HighCape Co-Investment Vehicle II, LLC<br> By: /s/ HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 06/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option was granted automatically under the Issuer's Non-Employee Director Compensation Program and vests and becomes exercisable on the earlier of (i) the day immediately preceding the date of the Issuer's first annual meeting following the date of grant and (ii) the first anniversary of the date of grant, subject to Messrs. Rakin's and Zuga's, as applicable, continuing in service on the Issuer's board of directors through the applicable vesting date. ( 2 )Held by Kevin L. Rakin as non-employee member of the Issuer's board of directors ( 3 )Held by W. Matthew Zuga as non-employee member of the Issuer's board of directors

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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