Anzu SPAC GP I LLC - Dec 20, 2024 Form 4 Insider Report for Envoy Medical, Inc. (COCH)

Role: 10%+ Owner
Signature: /s/ Andrew P. Campbell as attorney-in-fact for Anzu SPAC GP I LLC
Stock symbol: COCH
Transactions as of: Dec 20, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/26/2024, 05:39 PM
Previous filing: Nov 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COCH	Class A Common Stock, par value $0.0001 per share	Conversion of derivative security	$0	+1.03M	+102.9%	$0.00	2.03M	Dec 20, 2024	Direct	F1, F2
transaction	COCH	Class A Common Stock, par value $0.0001 per share	Other	$0	-2.03M	-100%	$0.00	0	Dec 23, 2024	Direct	F2, F3

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	COCH	Series A Preferred Stock, par value $0.0001 per share	Conversion of derivative security	$0	-373K	-14.93%	$0.00	2.13M	Dec 20, 2023	Class A Common Stock, par value $0.0001 per share	1.03M	$3.63	Direct	F1, F2, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 20, 2024, Anzu SPAC GP I LLC (the "Sponsor") converted 373,333 shares of Series A Preferred Stock, par value $0.0001 ("Preferred Stock") of Envoy Medical, Inc. (the "Issuer") into 1,028,986 shares of Class A Common Stock, par value $0.0001 per share ("Common Stock") pursuant to the terms set forth in the Certificate of Designation for the Preferred Stock (the "Certificate of Designation").
F2	Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
F3	Represents a pro-rata distribution in-kind by the Sponsor to its members for no consideration.
F4	As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 20, 2024, pursuant to the Conversion and Waiver Agreement between the Issuer and the Sponsor, among other things, the Issuer made a voluntary, temporary reduction in the conversion price, pursuant to the terms of the Certificate of Designation, of all of the outstanding shares of Preferred Stock effective December 20, 2024 through January 20, 2025 from $11.50 per share of Common Stock issuable upon conversion of a share of Preferred Stock to $3.63, with the conversion ratio determined by dividing the $10.00 original issue price of the Preferred Stock by such conversion price.
F5	The shares of Preferred Stock have no expiration date. The shares of Preferred Stock are subject to mandatory conversion into shares of Common Stock at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate of Designation. In addition, holders of Preferred Stock have the right, at any time at such preferred stockholder's option, to convert each share of Preferred Stock to shares of Common Stock based on the ratio determined by dividing the Original Issuance Price of $10.00 per share by the Conversion Price of $11.50 per share, subject to certain customary adjustments in the event of certain events affecting the price of the Common Stock, such as stock splits and combinations, or the distribution of options, rights or warrants, as described in the Certificate of Designation.