SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Venkatesan Jay

(Last)

(First)

(Middle)

C/O ANGION BIOMEDICA CORP.

51 CHARLES LINDBERGH BLVD.

(Street)

UNIONDALE

11553

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
Angion Biomedica Corp. [ ANG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,068,983⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Cumulative Convertible Preferred	⁽³⁾	⁽³⁾	Common Stock	164,893⁽¹⁾	$11.57⁽¹⁾	D
Stock Option (Right to Buy)	03/31/2019	05/01/2028	Common Stock	934,400⁽¹⁾	$5.89⁽¹⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	06/17/2030	Common Stock	124,466⁽¹⁾	$7.78⁽¹⁾	D
Warrant to Purchase Common Stock	⁽⁵⁾	07/05/2028	Common Stock	226,514⁽¹⁾	$6.42⁽⁶⁾	D
Warrant to Purchase Common Stock	⁽⁵⁾	08/31/2023	Common Stock	118,640⁽¹⁾	$8.02⁽⁶⁾	D
Convertible Promissory Note	⁽⁷⁾	⁽⁷⁾	Common Stock	262⁽¹⁾	$11.57⁽¹⁾	D

Explanation of Responses:

1. Reflects a 1-to-1.55583 stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Includes 278,265 Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU upon the vesting thereof.

3. Each share of Series C Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately prior to the consummation of the issuer's IPO.

4. 1/48th of the total number of shares vest in forty-eight (48) successive and equal monthly installments measured from June 18, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

5. The warrants to acquire Common Stock shall automatically net exercise immediately prior to the consummation of the IPO at the public offering price.

6. The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares of Common Stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price.

7. The convertible promissory note has a maturity date of August 14, 2021, and the principal and accrued interest will convert immediately prior to the consummation of the IPO into Common Stock at a conversion price equal to $11.57 per share.

Remarks:

President and Chief Executive Officer and Director

	/s/ Jennifer J. Rhodes, as attorney-in fact for Jay. R. Venkatesan	02/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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