Sec Form 3 Filing - Kutzkey Tim @ Surrozen, Inc./DE - 2021-08-11

Insider filing report for Changes in Beneficial Ownership
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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
Kutzkey Tim
2. Issuer Name and Ticker or Trading Symbol
Surrozen, Inc./DE [ SRZN]
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)
C/O SURROZEN, INC., 171 OYSTER POINT BLVD., SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2021
(Street)
SOUTH SAN FRANCISCO, CA94080
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 4,343,245 ( 1 ) I By The Column Group III, LP ( 2 )
Common Stock 4,904,884 ( 3 ) I By The Column Group III-A, LP ( 4 )
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
Common Stock Warrant (right to buy) $ 11.5 ( 5 ) 08/11/2021 ( 5 ) Common Stock 78,272 ( 5 ) I By The Column Group III, LP ( 2 )
Common Stock Warrant (right to buy) $ 11.5 ( 5 ) 08/11/2021 ( 5 ) Common Stock 88,394 ( 5 ) I By The Column Group III-A, LP ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kutzkey Tim
C/O SURROZEN, INC.
171 OYSTER POINT BLVD., SUITE 400
SOUTH SAN FRANCISCO, CA94080
X X
Signatures
/s/ Sheela Mohan-Peterson, Attorney-in-Fact for Tim Kutzkey, Ph.D. 08/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 4,108,427 shares of the Issuer's common stock received in exchange for shares of stock of Surrozen, Inc. ("Original Surrozen") in connection with the merger of Original Surrozen with and into a wholly owned subsidiary of the Issuer (the "Merger") and 234,818 shares of the Issuer's common stock underlying units purchased from the Issuer for $10.00 per unit (a "Unit"), with each unit consisting of one share of the Issuer's common stock and one-third of one redeemable warrant to purchase one share of the Issuer's common stock (the "Warrant").
( 2 )The securities are directly held by The Column Group III, LP ("TCG III LP"). The Column Group III GP, LP ("TCG III GP") is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are David Goeddel, Peter Svennilson and the Reporting Person, a member of the Issuer's board of directors (collectively, the "Managing Partners"). The Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
( 3 )Represents 4,639,702 shares of the Issuer's common stock received in connection with the Merger and 265,182 shares of the Issuer's common stock underlying Units purchased from the Issuer.
( 4 )The securities are directly held by The Column Group III-A, LP ("TCG III-A LP"). TCG III GP is the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are the Managing Partners. The Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
( 5 )Each whole Warrant entitles the holder thereof to purchase one share of the Issuer's common stock at a price of $11.50 per share.

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