HighCape Capital, LLC - 30 Jul 2024 Form 4 Insider Report for ELUTIA INC. (ELUT)

Reporting relationship: 10%+ Owner
Issuer ticker: ELUT
Reported as of: 30 Jul 2024
Net transaction value: +$3,000,001
SEC form: 4
Accepted by SEC: 01 Aug 2024, 16:53:26 UTC
Prior SEC filing: 08 Jan 2024
Source filing: View source filing
Reporting owner signature: HIGHCAPE CAPITAL, LLC By: /s/ W. Matthew Zuga, Managing Member

Key filing fact

HighCape Capital, LLC filed Form 4 for ELUTIA INC. (ELUT) on 01 Aug 2024.

Key facts

This page summarizes HighCape Capital, LLC's Form 4 filing for ELUTIA INC. (ELUT).
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 01 Aug 2024, 16:53.

Change

Previous filing in this sequence was filed on 08 Jan 2024.
Current net transaction value: +$3,000,001.

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.

ELUT transaction

Class A Common Stock

Exercise of in-the-money or at-the-money derivative security

Transaction value: $3,000,001
Shares: +2,101,577
Change %: +30%
Price: $1.43
Shares after: 9,100,232
Date: 30 Jul 2024
Ownership: See footnotes
Footnotes: F1, F2, F3

Reported derivative securities

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

ELUT transaction Derivative

Warrants (right to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -2,101,577
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 30 Jul 2024
Ownership: See footnote
Underlying class: Class A Common Stock
Underlying amount: 2,101,577
Exercise price: $1.43
Footnotes: F2, F3, F4, F5

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 shares of Common Stock held of record by HighCape Partners QP, L.P.; (iii) 499,145 shares of Common Stock held of record by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Common Stock held of record by HighCape Co-Investment Vehicle II, LLC; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 86,613 shares of Common Stock held of record by HighCape Partners II, L.P.; and (vii) 4,151,015 shares of Common Stock held of record by HighCape Partners QP II, L.P.

Footnote F2

Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P. and HighCape Partners QP II, L.P. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC.

Footnote F3

Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P. and HighCape Partners QP II, L.P. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.

Footnote F4

The warrant has expired. The warrant provided for expiration upon the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration of the issuer's CanGarooRM antibiotic-eluting biologic envelope (which has elapsed) or (b) September 21, 2028.

Footnote F5

Warrants for 2,058,623 shares of Common Stock were exercised by HighCape Partners QP II, L.P. and warrants for 42,954 shares of Common Stock were exercised by HighCape Partners II, L.P.

SEC remarks

The transaction is jointly reported by HighCape Capital, L.P., HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Partners GP, LLC, HighCape Partners GP, L.P., HighCape Co-Investment Vehicle I, LLC, HighCape Co-Investment Vehicle II, LLC, HighCape Capital, LLC, HighCape Partners II, L.P., HighCape Partners QP II, L.P., W. Matthew Zuga and Kevin L. Rakin. Due to the number of insiders reporting this transaction exceeding the number of insiders permitted to file in one Form 4, the transaction is being reported in two Form 4s, each filed on August 1, 2024.