HighCape Partners II, L.P.'s Form 4 filing
Elutia Inc. (ELUT) · filed Oct 5, 2023
- Accession no.
- 0001827500-23-000002
- Filed
- Oct 5, 2023, 4:50 PM ET
- Trade date
- Sep 21, 2021
- Filing delay
- 744 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 1 derivative transaction. It was filed 744 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| HighCape Partners II, L.P.CIK 0001770952 | 10% Owner |
| HighCape Co-Investment Vehicle I, LLCCIK 0001819988 | 10% Owner |
| HighCape Co-Investment Vehicle II, LLCCIK 0001820044 | 10% Owner |
| HighCape Capital, LLCCIK 0001827500 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 21, 2021 | Class A Common Stock | PPurchaseAcquired | +2,837,128 | –F1 | – | 8,434,732 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 21, 2021 | Class A Common Stock | PPurchaseAcquired | +4,255,693 | –F1 | – | 4,255,693 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The reported securities are included within the 2,837,128 Units purchased by the reporting persons for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock (the "Common Stock") and one warrant to purchase one and one-half shares of Common Stock.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
Remarks
This Form 4 relates to the acquisition of Units by HighCape Partners II, L.P., HighCape Partners QP II, L.P., and Elutia PIPE Investment, LP pursuant to a Securities Purchase Agreement dated September 18, 2023. 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 October 5, 2023.