Aaron G.L. Fletcher - Jun 21, 2023 Form 4 Insider Report for Azitra Inc (AZTR)

Role
10%+ Owner
Signature
/s/ Aaron G.L. Fletcher
Stock symbol
AZTR
Transactions as of
Jun 21, 2023
Transactions value $
$3,000,000
Form type
4
Date filed
6/23/2023, 09:37 PM
Previous filing
Jun 15, 2023
Next filing
Nov 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AZTR Convertible Notes Sale -78K -100% 0 Jun 21, 2023 Directly held by Bios Fund III, LP F1, F2, F3
transaction AZTR Common Stock Purchase +198K 198K Jun 21, 2023 Directly held by Bios Fund III, LP F1, F2, F3
transaction AZTR Common Stock Purchase $349K +69.9K +35.35% $5.00 268K Jun 21, 2023 Directly held by Bios Fund III, LP F2, F3
transaction AZTR Common Stock Conversion of derivative security +137K +51.27% 405K Jun 21, 2023 Directly held by Bios Fund III, LP F2, F3, F4
transaction AZTR Convertible Notes Sale -509K -100% 0 Jun 21, 2023 Directly held by Bios Fund III QP, LP F1, F2, F3
transaction AZTR Common Stock Purchase +1.29M 1.29M Jun 21, 2023 Directly held by Bios Fund III QP, LP F1, F2, F3
transaction AZTR Common Stock Purchase $2.28M +456K +35.35% $5.00 1.75M Jun 21, 2023 Directly held by Bios Fund III QP, LP F2, F3
transaction AZTR Common Stock Conversion of derivative security +896K +51.27% 2.64M Jun 21, 2023 Directly held by Bios Fund III QP, LP F2, F3, F4
transaction AZTR Convertible Notes Sale -82.2K -100% 0 Jun 21, 2023 Directly held by Bios Fund III NT, LP F1, F2, F3
transaction AZTR Common Stock Purchase +209K 209K Jun 21, 2023 Directly held by Bios Fund III NT, LP F1, F2, F3
transaction AZTR Common Stock Purchase $369K +73.7K +35.35% $5.00 282K Jun 21, 2023 Directly held by Bios Fund III NT, LP F2, F3
transaction AZTR Common Stock Conversion of derivative security +145K +51.27% 427K Jun 21, 2023 Directly held by Bios Fund III NT, LP F2, F3, F4
transaction AZTR Common Stock Conversion of derivative security +468K 468K Jun 21, 2023 Directly held by Bios Fund I QP, LP F2, F3, F5
transaction AZTR Common Stock Conversion of derivative security +799K 799K Jun 21, 2023 Directly held by Bios Fund I, LP F2, F3, F5
transaction AZTR Common Stock Conversion of derivative security +256K 256K Jun 21, 2023 Directly held by Bios Fund II, LP F2, F3, F6
transaction AZTR Common Stock Conversion of derivative security +57.7K +22.6% 313K Jun 21, 2023 Directly held by Bios Fund II, LP F2, F3, F4
transaction AZTR Common Stock Conversion of derivative security +835K 835K Jun 21, 2023 Directly held by Bios Fund II QP, LP F2, F3, F6
transaction AZTR Common Stock Conversion of derivative security +189K +22.62% 1.02M Jun 21, 2023 Directly held by Bios Fund II QP, LP F2, F3, F4
transaction AZTR Common Stock Conversion of derivative security +112K 112K Jun 21, 2023 Directly held by Bios Fund II NT, LP F2, F3, F6
transaction AZTR Common Stock Conversion of derivative security +25.3K +22.63% 137K Jun 21, 2023 Directly held by Bios Fund II NT, LP F2, F3, F4
transaction AZTR Common Stock Conversion of derivative security +436K 436K Jun 21, 2023 Directly held by Bios Azitra Co-Invest I, LP F2, F3, F6
holding AZTR Common Stock 13.1K Jun 21, 2023 Directly held by KF Legacy Trust F7
holding AZTR Common Stock 13.1K Jun 21, 2023 Directly held by MF Legacy Trust F7
holding AZTR Common Stock 136K Jun 21, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AZTR Series B Convertible Preferred Stock Conversion of derivative security $0 -124K -100% $0.00* 0 Jun 21, 2023 Common Stock 124K Directly held by Bios Fund III, LP F2, F3, F4
transaction AZTR Series B Convertible Preferred Stock Conversion of derivative security $0 -808K -100% $0.00* 0 Jun 21, 2023 Common Stock 808K Directly held by Bios Fund III QP, LP F2, F3, F4
transaction AZTR Series B Convertible Preferred Stock Conversion of derivative security $0 -130K -100% $0.00* 0 Jun 21, 2023 Common Stock 130K Directly held by Bios Fund III NT, LP F2, F3, F4
transaction AZTR Series A Convertible Preferred Stock Conversion of derivative security $0 -468K -100% $0.00* 0 Jun 21, 2023 Common Stock 468K Directly held by Bios Fund I QP, LP F2, F3, F5
transaction AZTR Series A Convertible Preferred Stock Conversion of derivative security $0 -799K -100% $0.00* 0 Jun 21, 2023 Common Stock 799K Directly held by Bios Fund I, LP F2, F3, F5
transaction AZTR Series A-1 Convertible Preferred Stock Conversion of derivative security $0 -233K -100% $0.00* 0 Jun 21, 2023 Common Stock 233K Directly held by Bios Fund II, LP F2, F3, F6
transaction AZTR Series B Convertible Preferred Stock Conversion of derivative security $0 -52.1K -100% $0.00* 0 Jun 21, 2023 Common Stock 52.1K Directly held by Bios Fund II, LP F2, F3, F4
transaction AZTR Series A-1 Convertible Preferred Stock Conversion of derivative security $0 -412K -100% $0.00* 0 Jun 21, 2023 Common Stock 412K Directly held by Bios Fund II QP, LP F2, F3, F6
transaction AZTR Series B Convertible Preferred Stock Conversion of derivative security $0 -170K -100% $0.00* 0 Jun 21, 2023 Common Stock 170K Directly held by Bios Fund II QP, LP F2, F3, F4
transaction AZTR Series A-1 Convertible Preferred Stock Conversion of derivative security $0 -102K -100% $0.00* 0 Jun 21, 2023 Common Stock 102K Directly held by Bios Fund II NT, LP F2, F3, F6
transaction AZTR Series B Convertible Preferred Stock Conversion of derivative security $0 -22.8K -100% $0.00* 0 Jun 21, 2023 Common Stock 22.8K Directly held by Bios Fund II NT, LP F2, F3, F4
transaction AZTR Series A-1 Convertible Preferred Stock Conversion of derivative security $0 -398K -100% $0.00* 0 Jun 21, 2023 Common Stock 398K Directly held by Bios Azitra Co-Invest I, LP F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The convertible note automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to $2.50 per share.
F2 Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I") and Bios Fund I QP, LP ("Bios Fund I QP"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Azitra Co-invest I, LP ("Bios Azitra Co-invest"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP.
F3 Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP. The shares owned by Bios Fund I, Bios Fund I QP, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Fund III, Bios Fund III QP, Bios Fund III NT and Bios Azitra Co-invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher share voting and investment control with respect to shares held by the Bios Equity Entities.
F4 Each share of Series B Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.11 per share, after making certain anti-dilution adjustments. The Series B Convertible Preferred Stock had no expiration date
F5 Each share of Series A Convertible Preferred Stock automatically converted into one share of common stock of the Issuer upon the closing of the Issuer's IPO. The Series A Convertible Preferred Stock had no expiration date.
F6 Each share of Series A-1 Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.10 per share, after making certain anti-dilution adjustments. The Series A-1 Convertible Preferred Stock had no expiration date.
F7 Shares are held in a trust for the benefit of Mr. Fletcher's children. Mr. Fletcher and his spouse serve as the trustees of the trust.

Remarks:

This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. The first Form 4 was filed by Leslie W. Kreis as the designated filer.