Cheshire MD Holdings, LLC - 23 Jun 2021 Form 4 Insider Report for Miromatrix Medical Inc.

Role
10%+ Owner
Signature
By: Cheshire MD Holdings, LLC Name: Steve Phillips Title: Vice President /s/ Stephanie Berberich, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
23 Jun 2021
Net transactions value
-$7,176,652
Form type
4
Filing time
25 Jun 2021, 21:55:39 UTC
Next filing
29 Jun 2021
SEC
View on sec.gov

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 MIRO Warrants Exercise of in-the-money or at-the-money derivative security $0 -240,000 -100% $0.000000* 0 23 Jun 2021 Series C Preferred Stock 240,000 $7.50 Direct F1
transaction MIRO Series C Preferred Stock Exercise of in-the-money or at-the-money derivative security $0 +240,000 $0.000000 240,000 23 Jun 2021 Common Stock 250,000 Direct F1, F2
transaction MIRO Series C Preferred Stock Sale -192,000 -80% 48,000 23 Jun 2021 Common Stock 200,000 Direct F1, F2, F3
transaction MIRO Convertible Promissory Note Exercise of in-the-money or at-the-money derivative security $7,176,652 0 23 Jun 2021 Series C Preferred Stock 956,887 $7.50 Direct F1
transaction MIRO Series C Preferred Stock Exercise of in-the-money or at-the-money derivative security $0 +956,887 +1994% $0.000000 1,004,887 23 Jun 2021 Common Stock 996,757 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As a result of DaVita Inc.'s ownership interest in Cheshire MD Holdings, LLC, DaVita Inc. may be deemed to have an indirect pecuniary interest in the shares held directly by Cheshire MD Holdings, LLC.
F2 Each share of Series C Preferred Stock has no expiration date and will automatically convert into shares of Common Stock upon the closing of the Issuer's Initial Public Offering at a rate determined by dividing $7.50 by $7.20.
F3 On June 23, 2021, Cheshire MD Holdings, LLC exercised the warrant to purchase 240,000 shares of the Issuer's Series C Preferred Stock for $7.50 a share. Pursuant to the terms of the warrant, Cheshire MD Holdings, LLC paid the exercise price on a cashless basis, resulting in the Issuer withholding 192,000 of the warrant shares to pay the exercise price and issuing to Cheshire MD Holdings, LLC the remaining 48,000 shares.

Remarks:

Exhibit 24 - Power of Attorney