Sec Form 3 Filing - Elutia PIPE Investment, LP @ ELUTIA INC. - 2023-09-21

FORM 3 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 Elutia PIPE Investment, LP 2. Issuer Name and Ticker or Trading Symbol ELUTIA INC. [ ELUT] 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) 09/21/2023 (Street) WESTPORT, CT06880 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 1,436,077 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D

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 Warrants (right to buy) $ 1.4275 09/21/2023 ( 4 ) Class A Common Stock 2,154,116 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Elutia PIPE Investment, LP 36 CHURCH LANE WESTPORT, CT06880 X Signatures HighCape Partners GP II, L.P., its general partner By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 10/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are included within the 1,436,077 Units purchased by the reporting person for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock and one warrant to purchase one and one-half shares of Class A Common Stock. ( 2 )Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP II, LLC, which is the general partner of HighCape Partners GP II, L.P., which is the general partner of Elutia PIPE Investment, LP. ( 3 )The securities reported herein do not include shares of Class A Common Stock included within: (i) 1,372,415 Units held by HighCape Partners QP II, L.P., and (ii) 28,636 Units held by HighCape Partners II, L.P., which securities were included on a Form 4 filed by those entities on October 5, 2023. ( 4 )The warrant expires upon the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration of the issuer's CanGarooRM antibiotic-eluting biologic envelope or (b) September 21, 2028.

Remarks: Following the filing of this Form 3, the reporting person will file Section 16 reports jointly with 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, HighCape Partners II, L.P., HighCape Partners QP II, L.P., W. Matthew Zuga and Kevin L. Rakin each of which or whom have separately filed Section 16 reports as applicable with regard to the securities reported herein.

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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