0001104659-24-084967.txt : 20240801
0001104659-24-084967.hdr.sgml : 20240801
20240801165416
ACCESSION NUMBER: 0001104659-24-084967
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240730
FILED AS OF DATE: 20240801
DATE AS OF CHANGE: 20240801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RAKIN KEVIN
CENTRAL INDEX KEY: 0001184421
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167578
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HIGHCAPE PARTNERS QP, L.P.
CENTRAL INDEX KEY: 0001598026
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167574
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: 410-375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HIGHCAPE PARTNERS, L.P.
CENTRAL INDEX KEY: 0001598046
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167575
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: 410-375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zuga Matt
CENTRAL INDEX KEY: 0001790214
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167579
MAIL ADDRESS:
STREET 1: C/O TELA BIO, INC.
STREET 2: 1 GREAT VALLEY PARKWAY, SUITE 24
CITY: MALVERN
STATE: PA
ZIP: 19355
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Partners QP II, L.P.
CENTRAL INDEX KEY: 0001770972
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167573
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: 410-375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
FORMER NAME:
FORMER CONFORMED NAME: Highcape Partners QP II, L.P.
DATE OF NAME CHANGE: 20190318
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Partners GP II, LLC
CENTRAL INDEX KEY: 0001957360
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167572
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: (410) 375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Partners GP, L.P.
CENTRAL INDEX KEY: 0001819932
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167576
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: (410) 375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Partners GP, LLC
CENTRAL INDEX KEY: 0001819933
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167577
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: (410) 375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Capital, L.P.
CENTRAL INDEX KEY: 0001826279
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167580
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: (410) 375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Partners GP II, L.P.
CENTRAL INDEX KEY: 0001957359
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 241167571
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: (410) 375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ELUTIA INC.
CENTRAL INDEX KEY: 0001708527
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 474790334
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12510 PROSPERITY DRIVE
STREET 2: SUITE 370
CITY: SILVER SPRING
STATE: MD
ZIP: 20904
BUSINESS PHONE: 240-247-1143
MAIL ADDRESS:
STREET 1: 12510 PROSPERITY DRIVE
STREET 2: SUITE 370
CITY: SILVER SPRING
STATE: MD
ZIP: 20904
FORMER COMPANY:
FORMER CONFORMED NAME: AZIYO BIOLOGICS, INC.
DATE OF NAME CHANGE: 20170605
4
1
tm2420609-2_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-07-30
0
0001708527
ELUTIA INC.
ELUT
0001826279
HighCape Capital, L.P.
36 CHURCH LANE
WESTPORT
CT
06880
1
0
1
0
0001790214
Zuga Matt
C/O TELA BIO, INC.
1 GREAT VALLEY PARKWAY, SUITE 24
MALVERN
PA
19355
1
0
1
0
0001184421
RAKIN KEVIN
36 CHURCH LANE
WESTPORT
CT
06880
1
0
1
0
0001819933
HighCape Partners GP, LLC
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001819932
HighCape Partners GP, L.P.
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001598046
HIGHCAPE PARTNERS, L.P.
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001598026
HIGHCAPE PARTNERS QP, L.P.
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001770972
HighCape Partners QP II, L.P.
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001957360
HighCape Partners GP II, LLC
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001957359
HighCape Partners GP II, L.P.
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0
Class A Common Stock
2024-07-30
4
X
0
2101577
1.4275
A
9100232
I
See footnotes
Warrants (right to buy)
1.4275
2024-07-30
4
X
0
2101577
0
D
2023-09-21
Class A Common Stock
2101577
0
I
See footnote
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.
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.
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.
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.
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.
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.
HIGHCAPE CAPITAL, L.P. By: /s/ W. Matthew Zuga, Managing Member
2024-08-01
/s/ W. Matthew Zuga
2024-08-01
/s/ Kevin Rakin
2024-08-01
HIGHCAPE PARTNERS GP, LLC By: /s/ W. Matthew Zuga, Managing Member
2024-08-01
HIGHCAPE PARTNERS GP, L.P. By: /s/ W. Matthew Zuga, Managing Member
2024-08-01
HIGHCAPE PARTNERS, L.P. By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member
2024-08-01
HIGHCAPE PARTNERS QP, L.P. By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member
2024-08-01
HighCape Partners QP II, L.P. By: HighCape Partners GP II, L.P., its general partner By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member
2024-08-01
HighCape Partners GP II, LLC By: /s/ W. Matthew Zuga, Managing Member
2024-08-01
HighCape Partners GP II, L.P. By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member
2024-08-01