Sec Form 3 Filing - DICICCO WENDY F @ Renovacor, Inc. - 2022-06-17

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 DICICCO WENDY F 2. Issuer Name and Ticker or Trading Symbol Renovacor, Inc. [ RCOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O RENOVACOR, INC., 201 BROADWAY, SUITE 310 3. Date of Earliest Transaction (MM/DD/YY) 06/17/2022 (Street) CAMBRIDGE, MA02139 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 Common Stock 4,329( 1 )( 2 ) D Common Stock 18,800( 3 ) 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 Stock Option $ 3.61 ( 4 ) 01/25/2031 Common Stock 10,936 D Stock Option $ 7.73 ( 5 ) 09/03/2031 Common Stock 14,553 D Stock Option $ 6.45 ( 6 ) 01/24/2032 Common Stock 37,575 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DICICCO WENDY F C/O RENOVACOR, INC. 201 BROADWAY, SUITE 310 CAMBRIDGE, MA02139 Chief Financial Officer Signatures /s/ Joseph Carroll, as attorney-in-fact 06/21/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 4,329 shares of common stock are represented by unvested restricted stock units granted pursuant to that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Issuer (f/k/a Chardan Healthcare Acquisition 2 Corp.), Renovacor Holdings, Inc. (f/k/a Renovacor, Inc.) and CHAQ 2 Merger Sub, Inc. (the "Merger Agreement") as Earnout RSU Awards (as defined in the Merger Agreement). The Earnout RSU Awards will vest and become exercisable as follows: (i) 1,299 shares shall vest in full if, at any time before December 31, 2023, the VWAP (as defined in the Merger Agreement) of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $17.50 per share (the "First Milestone"); ( 2 )(continued from footnote 1) (ii) 1,298 shares shall vest in full if, at any time before December 31, 2025, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $25.00 per share (the "Second Milestone"); and (iii) 1,732 shares shall vest in full if, at any time before December 31, 2027, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $35.00 per share (the "Third Milestone"). ( 3 )These restricted stock units will vest in four equal annual installments beginning on January 24, 2023, subject to the continuous service of the Reporting Person on such vesting dates. ( 4 )The stock option will vest and become exercisable in full on January 26, 2025. The stock option vested 25% on January 26, 2022, and the remainder will vest in equal monthly installments for the remaining 36 months, subject to the continuous service of the Reporting Person on such vesting dates. ( 5 )The stock option vested 50% on April 1, 2022, and the remaining 50% will vest and become exercisable in full on September 3, 2022, subject to the continuous service of the Reporting Person on such vesting date. The stock option will also vest in full if, prior to the vesting date, the Reporting Person is terminated without cause. ( 6 )The stock option will vest and become exercisable in full on January 24, 2026, with 25% vesting on January 24, 2023, and the remainder vesting in equal monthly installments for the remaining 36 months, subject to the continuous service of the Reporting Person on such vesting date.

Remarks: The Reporting Person previously served as the Interim Chief Financial Officer of the Issuer until March 28, 2022. The Reporting Person has since been re-engaged to serve as the Chief Financial Officer of the Issuer as of June 17, 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).

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