Sec Form 4 Filing - BLUTT MITCHELL J MD @ Surrozen, Inc./DE - 2021-08-11

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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
BLUTT MITCHELL J MD
2. Issuer Name and Ticker or Trading Symbol
Surrozen, Inc./DE [ SRZN]
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)
1370 AVENUE OF THE AMERICAS, SUITE 3301
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2021
(Street)
NEW YORK, NY10019
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 Ordinary Shares 08/11/2021 D( 1 )( 2 ) 500,000 D 0 I By Consonance Capital Master Account LP ( 5 ) ( 6 )
Common Stock 08/11/2021 A( 1 )( 2 ) 500,000 A 500,000 I By Consonance Capital Master Account LP ( 5 ) ( 6 )
Class A Ordinary Shares 08/11/2021 D( 1 )( 2 ) 371,100 D 0 I By Consonance Capital Opportunity Master Fund, LP ( 7 ) ( 8 )
Common Stock 08/11/2021 A( 1 )( 2 ) 371,100 A 371,100 I By Consonance Capital Opportunity Master Fund, LP ( 7 ) ( 8 )
Class A Ordinary Shares 08/11/2021 D( 1 )( 2 ) 128,900 D 0 I By Managed Account ( 9 )
Common Stock 08/11/2021 A( 1 )( 2 ) 128,900 A 128,900 I By Managed Account ( 9 )
Common Stock 08/11/2021 A 1,248,750 A 1,748,750 I By Consonance Capital Master Account LP ( 5 ) ( 6 )
Common Stock 08/11/2021 A 926,822 A 1,297,922 I By Consonance Capital Opportunity Master Fund, LP ( 7 ) ( 8 )
Common Stock 08/11/2021 A 321,928 A 450,828 I By Managed Account ( 9 )
Common Stock 1,885,000 I By Consonance Life Sciences, LLC ( 11 )
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) $ 11.5 08/11/2021 P 166,667 ( 10 ) ( 10 ) Common Stock 166,667 ( 10 ) 166,667 I By Consonance Capital Master Account LP ( 5 ) ( 6 )
Warrants (right to buy) $ 11.5 08/11/2021 P 123,700 ( 10 ) ( 10 ) Common Stock 123,700 ( 10 ) 123,700 I By Consonance Capital Opportunity Master Fund, LP ( 7 ) ( 8 )
Warrants (right to buy) $ 11.5 08/11/2021 P 42,966 ( 10 ) ( 10 ) Common Stock 42,966 ( 10 ) 42,966 I By Managed Account ( 9 )
Warrants (right to buy) $ 11.5 08/11/2021 A 416,250 ( 3 )( 4 )( 10 ) ( 3 )( 4 )( 10 ) Common Stock 416,666 ( 3 ) ( 4 ) 582,917 I By Consonance Capital Master Account LP ( 5 ) ( 6 )
Warrants (right to buy) $ 11.5 08/11/2021 A 308,940 ( 3 )( 4 )( 10 ) ( 3 )( 4 )( 10 ) Common Stock 309,250 ( 3 ) ( 4 ) 432,640 I By Consonance Capital Opportunity Master Fund, LP ( 7 ) ( 8 )
Warrants (right to buy) $ 11.5 08/11/2021 A 107,309 ( 3 )( 4 )( 10 ) ( 3 )( 4 )( 10 ) Common Stock 107,416 ( 3 ) ( 4 ) 150,275 I By Managed Account ( 9 )
Warrants (right to buy) $ 11.5 ( 12 ) ( 12 ) Common Stock 144,667 144,667 I By Consonance Life Sciences, LLC ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLUTT MITCHELL J MD
1370 AVENUE OF THE AMERICAS
SUITE 3301
NEW YORK, NY10019
X
Consonance Capital Management LP
1370 AVENUE OF THE AMERICAS
SUITE 3301
NEW YORK, NY10019
X
Consonance Capman GP, LLC
1370 AVENUE OF THE AMERICAS
SUITE 3301
NEW YORK, NY10019
X
Signatures
CONSONANCE CAPITAL MANAGEMENT LP, By: Consonance Capman GP LLC, its general partner, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 08/13/2021
Signature of Reporting Person Date
CONSONANCE CAPMAN GP, LLC, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 08/13/2021
Signature of Reporting Person Date
MITCHELL J. BLUTT, Name: /s/ Mitchell J. Blutt, M.D. 08/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
( 2 )(Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination".
( 3 )Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable.
( 4 )(Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021.
( 5 )Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management.
( 6 )(Continued from footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
( 7 )Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"). Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation.
( 8 )(Continued from footnote 7) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
( 9 )Consonance Management is an indirect beneficial owner of the securities reported herein held by a certain managed account (the "Managed Account", and together with the Master Account and Consonance Opportunity Master, the "Consonance Investors"). Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
( 10 )Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
( 11 )Consonance Life Sciences LLC ("Consonance Life Sciences") is governed by a board of managers consisting of Mitchell J. Blutt, Benny Soffer and Kevin Livingston. As such, Mitchell J. Blutt, Benny Soffer and Kevin Livingston may be deemed to have voting and investment discretion over the securities held by Consonance Life Sciences and may be deemed to have shared beneficial ownership of such securities. Each of Mitchell J. Blutt, Benny Soffer and Kevin Livingston disclaims beneficial ownership of the securities held by Consonance Life Sciences except to the extent of their pecuniary interest therein. The Master Fund, Consonance Opportunity and the Managed Account in the aggregate own the majority of the unit interests in Consonance Life Sciences.
( 12 )Represents part of units of the Issuer purchased for $10 per unit in private placement transactions in connection with the Issuer's initial public offering. Each unit consisted of one Class A Share and one-third of one warrant (a "Private Placement Warrant"), with each whole Private Placement Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Private Placement Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Private Placement Warrants will expire five years after the completion of the Issuer's initial business combination.

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