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

Reporting relationship: 10%+ Owner
Issuer ticker: AZTR
Reported as of: 21 Jun 2023
Net transaction value: +$3,000,000
SEC form: 4
Accepted by SEC: 23 Jun 2023, 21:37:38 UTC
Prior SEC filing: 15 Jun 2023
Next SEC filing: 13 Nov 2023
Source filing: View source filing
Reporting owner signature: /s/ Aaron G.L. Fletcher

Key filing fact

Aaron G.l. Fletcher filed Form 4 for Azitra Inc (AZTR) on 23 Jun 2023.

Key facts

This page summarizes Aaron G.l. Fletcher's Form 4 filing for Azitra Inc (AZTR).
33 reported transactions and 12 derivative rows are listed below.
Accepted by SEC: 23 Jun 2023, 21:37.

Change

Previous filing in this sequence was filed on 15 Jun 2023.
Current net transaction value: +$3,000,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AZTR transaction

Convertible Notes

Sale

Transaction value
Shares: -77,953
Change %: -100%
Price
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III, LP
Footnotes: F1, F2, F3

AZTR transaction

Common Stock

Purchase

Transaction value
Shares: +197,701
Change %
Price
Shares after: 197,701
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III, LP
Footnotes: F1, F2, F3

AZTR transaction

Common Stock

Purchase

Transaction value: $349,400
Shares: +69,880
Change %: +35%
Price: $5.00
Shares after: 267,581
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III, LP
Footnotes: F2, F3

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +137,186
Change %: +51%
Price
Shares after: 404,767
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III, LP
Footnotes: F2, F3, F4

AZTR transaction

Convertible Notes

Sale

Transaction value
Shares: -509,141
Change %: -100%
Price
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III QP, LP
Footnotes: F1, F2, F3

AZTR transaction

Common Stock

Purchase

Transaction value
Shares: +1,291,258
Change %
Price
Shares after: 1,291,258
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III QP, LP
Footnotes: F1, F2, F3

AZTR transaction

Common Stock

Purchase

Transaction value: $2,282,060
Shares: +456,412
Change %: +35%
Price: $5.00
Shares after: 1,747,670
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III QP, LP
Footnotes: F2, F3

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +896,035
Change %: +51%
Price
Shares after: 2,643,705
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III QP, LP
Footnotes: F2, F3, F4

AZTR transaction

Convertible Notes

Sale

Transaction value
Shares: -82,223
Change %: -100%
Price
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III NT, LP
Footnotes: F1, F2, F3

AZTR transaction

Common Stock

Purchase

Transaction value
Shares: +208,531
Change %
Price
Shares after: 208,531
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III NT, LP
Footnotes: F1, F2, F3

AZTR transaction

Common Stock

Purchase

Transaction value: $368,540
Shares: +73,708
Change %: +35%
Price: $5.00
Shares after: 282,239
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III NT, LP
Footnotes: F2, F3

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +144,705
Change %: +51%
Price
Shares after: 426,944
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III NT, LP
Footnotes: F2, F3, F4

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +467,613
Change %
Price
Shares after: 467,613
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund I QP, LP
Footnotes: F2, F3, F5

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +799,467
Change %
Price
Shares after: 799,467
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund I, LP
Footnotes: F2, F3, F5

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +255,503
Change %
Price
Shares after: 255,503
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II, LP
Footnotes: F2, F3, F6

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +57,747
Change %: +23%
Price
Shares after: 313,250
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II, LP
Footnotes: F2, F3, F4

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +834,632
Change %
Price
Shares after: 834,632
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II QP, LP
Footnotes: F2, F3, F6

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +188,810
Change %: +23%
Price
Shares after: 1,023,442
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II QP, LP
Footnotes: F2, F3, F4

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +111,720
Change %
Price
Shares after: 111,720
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II NT, LP
Footnotes: F2, F3, F6

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +25,280
Change %: +23%
Price
Shares after: 137,000
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II NT, LP
Footnotes: F2, F3, F4

AZTR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +436,173
Change %
Price
Shares after: 436,173
Date: 21 Jun 2023
Ownership: Directly held by Bios Azitra Co-Invest I, LP
Footnotes: F2, F3, F6

AZTR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 13,106
Date: 21 Jun 2023
Ownership: Directly held by KF Legacy Trust
Footnotes: F7

AZTR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 13,106
Date: 21 Jun 2023
Ownership: Directly held by MF Legacy Trust
Footnotes: F7

AZTR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 135,808
Date: 21 Jun 2023
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AZTR transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -123,718
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III, LP
Underlying class: Common Stock
Underlying amount: 123,718
Exercise price
Footnotes: F2, F3, F4

AZTR transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -808,058
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III QP, LP
Underlying class: Common Stock
Underlying amount: 808,058
Exercise price
Footnotes: F2, F3, F4

AZTR transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -130,498
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund III NT, LP
Underlying class: Common Stock
Underlying amount: 130,498
Exercise price
Footnotes: F2, F3, F4

AZTR transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -467,613
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund I QP, LP
Underlying class: Common Stock
Underlying amount: 467,613
Exercise price
Footnotes: F2, F3, F5

AZTR transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -799,467
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund I, LP
Underlying class: Common Stock
Underlying amount: 799,467
Exercise price
Footnotes: F2, F3, F5

AZTR transaction Derivative

Series A-1 Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -232,908
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II, LP
Underlying class: Common Stock
Underlying amount: 232,908
Exercise price
Footnotes: F2, F3, F6

AZTR transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -52,078
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II, LP
Underlying class: Common Stock
Underlying amount: 52,078
Exercise price
Footnotes: F2, F3, F4

AZTR transaction Derivative

Series A-1 Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -412,389
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II QP, LP
Underlying class: Common Stock
Underlying amount: 412,389
Exercise price
Footnotes: F2, F3, F6

AZTR transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -170,272
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II QP, LP
Underlying class: Common Stock
Underlying amount: 170,272
Exercise price
Footnotes: F2, F3, F4

AZTR transaction Derivative

Series A-1 Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -101,842
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II NT, LP
Underlying class: Common Stock
Underlying amount: 101,842
Exercise price
Footnotes: F2, F3, F6

AZTR transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -22,798
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Fund II NT, LP
Underlying class: Common Stock
Underlying amount: 22,798
Exercise price
Footnotes: F2, F3, F4

AZTR transaction Derivative

Series A-1 Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -397,600
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 21 Jun 2023
Ownership: Directly held by Bios Azitra Co-Invest I, LP
Underlying class: Common Stock
Underlying amount: 397,600
Exercise price
Footnotes: F2, F3, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.