Sec Form 4 Filing - HighCape Partners GP II, LLC @ AZIYO BIOLOGICS, INC. - 2022-12-22

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 Partners GP II, LLC 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) 36 CHURCH LANE 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2022 (Street) WESTPORT, CT06880 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) $ 3.8 12/22/2022 A 17,533 ( 1 ) 12/21/2032 Class A Common Stock 17,533 $ 0 17,533 I See footnote( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HighCape Partners GP II, LLC 36 CHURCH LANE WESTPORT, CT06880 X HighCape Partners GP II, L.P. 36 CHURCH LANE WESTPORT, CT06880 X HighCape Partners QP II, L.P. 36 CHURCH LANE WESTPORT, CT06880 X HighCape Partners II, L.P. 36 CHURCH LANE WESTPORT, CT06880 X Signatures HighCape Partners GP II, LLCBy:/s/ W. Matthew ZugaName: W. Matthew ZugaTitle: Managing Member 12/28/2022 Signature of Reporting Person Date HighCape Partners II, L.P.By: HighCape Partners GP II, L.P., its general partnerBy: HighCape Partners GP II, LLC, its general partnerBy:/s/ W. Matthew ZugaName: W. Matthew ZugaTitle: Managing Member 12/28/2022 Signature of Reporting Person Date HighCape Partners QP II, L.P.By: HighCape Partners GP II, L.P., its general partnerBy: HighCape Partners GP II, LLC, its general partnerBy:/s/ W. Matthew ZugaName: W. Matthew ZugaTitle: Managing Member 12/28/2022 Signature of Reporting Person Date HighCape Partners GP II, L.P.By: HighCape Partners GP II, LLC, its general partnerBy:/s/ W. Matthew ZugaName: W. Matthew ZugaTitle: Managing Member 12/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option vests in full and shall be fully exercisable on June 20, 2023, subject to Mr. Rakin's continuing in service on the Issuer's board of directors through the vesting date. ( 2 )Granted to Kevin L. Rakin as non-employee member of the Issuer's board of directors.

Remarks: Due to the limitations of the electronic filing system, each of HighCape Capital, L.P., HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Partners GP, LLC, HighCape Partners GP, L.P., HighCape Co-Investment Vehicle I, LLC, HighCape Co-Investment Vehicle II, LLC, HighCape Capital, LLC, W. Matthew Zuga and Kevin L. Rakin filed on a separate Form 4 dated December 27, 2022.

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).

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