SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COLUMN GROUP III GP, LP

(Last)

(First)

(Middle)

1 LETTERMAN DR., BLDG D, SUITE DM-900

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Surrozen, Inc./DE [ SRZN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/26/2025		P		323,886	A	$11.6⁽¹⁾	704,332⁽²⁾	I	By The Column Group III, LP⁽³⁾
Common Stock	03/26/2025		P		365,769	A	$11.6⁽¹⁾	795,411⁽²⁾	I	By The Column Group III-A, LP⁽⁴⁾
Common Stock	03/26/2025		P		344,827	A	$11.6⁽¹⁾	344,827	I	By The Column Group Opportunity III, LP⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Warrants	$15.5	03/26/2025		H⁽⁶⁾			90,897	⁽⁶⁾	⁽⁶⁾	Common Stock	90,897	⁽⁶⁾	0	I	By The Column Group III, LP⁽³⁾
Series A Common Warrants	$11.54	03/26/2025		P⁽⁶⁾		90,897		⁽⁶⁾	⁽⁶⁾	Common Stock	90,897	⁽⁶⁾	90,897	I	By The Column Group III, LP⁽³⁾
Series A Common Warrants	$15.5	03/26/2025		H⁽⁶⁾			102,651	⁽⁶⁾	⁽⁶⁾	Common Stock	102,651	⁽⁶⁾	0	I	By The Column Group III-A, LP⁽⁴⁾
Series A Common Warrants	$11.54	03/26/2025		P⁽⁶⁾		102,651		⁽⁶⁾	⁽⁶⁾	Common Stock	102,651	⁽⁶⁾	102,651	I	By The Column Group III-A, LP⁽⁴⁾
Series B Common Warrants	$14.25	03/26/2025		H⁽⁷⁾⁽⁸⁾			98,870	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	98,870	⁽⁷⁾⁽⁸⁾	0	I	By The Column Group III, LP⁽³⁾
Series B Common Warrants	$11.54	03/26/2025		P⁽⁷⁾⁽⁸⁾		98,870		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	98,870	⁽⁷⁾⁽⁸⁾	98,870	I	By The Column Group III, LP⁽³⁾
Series B Common Warrants	$14.25	03/26/2025		H⁽⁷⁾⁽⁸⁾			111,656	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	111,656	⁽⁷⁾⁽⁸⁾	0	I	By The Column Group III-A, LP⁽⁴⁾
Series B Common Warrants	$11.54	03/26/2025		P⁽⁷⁾⁽⁸⁾		111,656		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	111,656	⁽⁷⁾⁽⁸⁾	111,656	I	By The Column Group III-A, LP⁽⁴⁾
Series C Common Warrants	$16	03/26/2025		H⁽⁹⁾			352,225	⁽⁹⁾	⁽⁹⁾	Common Stock	352,225	⁽⁹⁾	0	I	By The Column Group III, LP⁽³⁾
Series C Common Warrants	$16	03/26/2025		H⁽⁹⁾			397,773	⁽⁹⁾	⁽⁹⁾	Common Stock	397,773	⁽⁷⁾⁽⁸⁾	0	I	By The Column Group III-A, LP⁽⁴⁾
Series D Common Warrants	$16	03/26/2025		H⁽⁹⁾			352,225	⁽⁹⁾	⁽⁹⁾	Common Stock	352,225	⁽⁷⁾⁽⁸⁾	0	I	By The Column Group III, LP⁽³⁾
Series D Common Warrants	$16	03/26/2025		H⁽⁹⁾			397,773	⁽⁹⁾	⁽⁹⁾	Common Stock	397,773	⁽⁷⁾⁽⁸⁾	0	I	By The Column Group III-A, LP⁽⁴⁾
Series E Common Warrants	$11.54	03/26/2025		P		161,943		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	161,943	⁽¹⁾	161,943	I	By The Column Group III, LP⁽³⁾
Series E Common Warrants	$11.54	03/26/2025		P		182,884		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	182,884	⁽¹⁾	182,884	I	By The Column Group III-A, LP⁽⁴⁾
Series E Common Warrants	$11.54	03/26/2025		P		172,414		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	172,414	⁽¹⁾	172,414	I	By The Column Group Opportunity II, LP⁽⁵⁾
Second Tranche Units (Right to Buy)⁽¹¹⁾⁽¹²⁾	$11.6	03/26/2025		P		485,830		⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Common Stock	728,745⁽¹³⁾	⁽¹¹⁾⁽¹²⁾	485,830	I	By The Column Group III, LP⁽³⁾
Second Tranche Units (Right to Buy)⁽¹¹⁾⁽¹²⁾	$11.6	03/26/2025		P		548,653		⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Common Stock	822,980⁽¹⁴⁾	⁽¹¹⁾⁽¹²⁾	548,653	I	By The Column Group III-A, LP⁽⁴⁾
Second Tranche Units (Right to Buy)⁽¹¹⁾⁽¹²⁾	$11.6	03/26/2025		P		517,241		⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Common Stock	775,861⁽¹⁵⁾	⁽¹¹⁾⁽¹²⁾	517,241	I	By The Column Group Opportunity II, LP⁽⁵⁾

1. Name and Address of Reporting Person^*

COLUMN GROUP III GP, LP

(Last)

(First)

(Middle)

1 LETTERMAN DR., BLDG D, SUITE DM-900

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

COLUMN GROUP III-A, LP

(Last)

(First)

(Middle)

1 LETTERMAN DR., BLDG D, SUITE DM-900

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

COLUMN GROUP III, LP

(Last)

(First)

(Middle)

1 LETTERMAN DR., BLDG D, SUITE DM-900

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Column Group Opportunity III, LP

(Last)

(First)

(Middle)

1 LETTERMAN DR., BLDG D, SUITE DM-900

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Column Group Opportunity III GP, LP

(Last)

(First)

(Middle)

1 LETTERMAN DR., BLDG D, SUITE DM-900

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TCG Opportunity III GP, LLC

(Last)

(First)

(Middle)

1 LETTERMAN DR., BLDG D, SUITE DM-900

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents a price per unit, consisting of (i) $11.5375 per share of the Issuer's Common Stock and (ii) $0.0625 attributable to accompanying warrants to purchase shares of the Issuer's Common Stock, which The Column Group III, LP ("TCG III LP"), The Column Group III-A, LP ("TCG III-A LP") and The Column Group Opportunity III, LP ("TCG Opportunity III LP") purchased in the Issuer's private placement on March 24, 2025 (the "2025 Private Placement").

2. The amount beneficially owned by the Reporting Persons, has been updated to correct an administrative error in previously reported Form 4s.

3. The securities are directly held by TCG III LP. The Column Group III GP, LP ("TCG III GP") is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are David Goeddel, Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors (collectively, the "Managing Partners"). The Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.

4. The securities are directly held by TCG III-A LP. TCG III GP is the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are the Managing Partners. The Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.

5. The securities are directly held by TCG Opportunity III LP. The Column Group Opportunity III GP, LP ("TCG Opportunity III GP LP") is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP, LLC ("TCG Opportunity III GP LLC") is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of TCG Opportunity III GP LLC are David Goeddel, Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors (collectively, the "Managing Members"). TCG Opportunity III GP LP, TCG Opportunity III GP LLC and each of the Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.

6. These Series A Common Warrants were initially purchased as part of a unit, consisting of (i) $14.25 per share of the Issuer's Common Stock and (ii) $1.25 attributable to accompanying warrants to purchase shares of the Issuer's Common Stock, which TCG III LP and TCG III-A LP purchased in the Issuer's private placement on April 4, 2024. The exercise price of these Series A Common Warrants was reduced to $11.54 per share in connection with the 2025 Private Placement. These Series A Common Warrants are immediately exercisable and expire on April 4, 2029.

7. These Series B Common Warrants were initially purchased as part of a unit, consisting of (i) $14.25 per share of the Issuer's Common Stock and (ii) $1.25 attributable to accompanying warrants to purchase shares of the Issuer's Common Stock, which TCG III LP and TCG III-A LP purchased in the Issuer's private placement on April 4, 2024. The exercise price of these Series B Common Warrants was reduced to $11.54 per share in connection with the 2025 Private Placement. These Series B Common Warrants are exercisable immediately upon issuance and expire on the fifth trading day following the Issuer's announcement that (i) it has completed the enrollment of at least 15 patients with a 30-day mortality rate less than 30% in the Issuer's SZN-043 Phase 1b clinical trial for the treatment of severe alcohol-associated hepatitis, with no recommended changes by the Safety Review Committee to the study design, including changes related to dose or schedule,

8. (Continued from footnote 7) and (ii) Safety Review Committee approval for the Issuer to advance to a higher dose cohort.

9. These Series C Common Warrants and Series D Common Warrants were cancelled by the Issuer in connection with the 2025 Private Placement.

10. These Series E Common Warrants are exercisable immediately and will not expire until exercised in full (subject to certain beneficial ownership limitations).

11. Each Second Tranche Unit consists of (a) one share of the Issuer's Common Stock and (b) one half of a Series E Common Warrant to purchase shares of Common Stock. The Second Tranche Units may be purchased in a second closing (the "Second Closing"). The Second Closing is contingent upon the public announcement of the receipt of clearance from the U.S. Food and Drug Administration on or prior to October 31, 2026 of the Issuer's Investigation New Drug Application for SZN-8141 (the "Second Closing Milestone"); provided, that the Second Closing may not occur prior to six months and one day following March 26, 2025. If the Issuer terminates its SZN-8141 program prior to October 31, 2026, then the Issuer is required to provide written notice to each purchaser of Second Tranche Units no later than two trading days following such termination (the "Termination Notice").

12. (Continued from footnote 11) Each purchaser of Second Tranche Units will have the right, but not the obligation, for 30 calendar days following the receipt of the Termination Notice, upon written notice to the Issuer, to purchase the Second Tranche Units subscribed for by such purchaser in the Second Closing. In addition, at any time prior to October 31, 2026 or the date of the Termination Notice (if earlier), in lieu of the requirement to purchase Second Tranche Units in the Second Closing, each purchaser of Second Tranche Units has the right, but not the obligation, upon five trading days' prior written notice to the Issuer to purchase all (but not a portion) of the Second Tranche Units subscribed for by such purchaser in the Second Closing.

13. Consists of (a) 485,830 shares of the Issuer's Common Stock and (b) 242,915 Series E Warrants to purchase shares of the Issuer's Common Stock.

14. Consists of (a) 548,653 shares of the Issuer's Common Stock and (b) 274,327 Series E Warrants to purchase shares of the Issuer's Common Stock.

15. Consists of (a) 517,241 shares of the Issuer's Common Stock and (b) 258,620 Series E Warrants to purchase shares of the Issuer's Common Stock.

	/s/ The Column Group III GP, LP /s/ James Evangelista, Attorney-in-Fact	03/28/2025
	/s/ The Column Group III-A, LP. by The Column Group III GP, LP, its general partner /s/ James Evangelista, Attorney-in-Fact	03/28/2025
	/s/ The Column Group III, LP by The Column Group III GP, LP, its general partner /s/ James Evangelista, Attorney-in-Fact	03/28/2025
	/s/ The Column Group Opportunity III, LP /s/ James Evangelista, Attorney-in-Fact	03/28/2025
	/s/ The Column Group Opportunity III GP, LP. by /s/ James Evangelista, Attorney-in-Fact	03/28/2025
	/s/ TCG Opportunity III GP, LLC by /s/ James Evangelista, Attorney-in-Fact	03/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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