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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^*

BLUTT MITCHELL J MD

(Last)

(First)

(Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK

10019

(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)
08/11/2021

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)
Class A Ordinary Shares	08/11/2021		D⁽¹⁾⁽²⁾		500,000	D	⁽¹⁾⁽²⁾	0	I	By Consonance Capital Master Account LP⁽⁵⁾⁽⁶⁾
Common Stock	08/11/2021		A⁽¹⁾⁽²⁾		500,000	A	⁽¹⁾⁽²⁾	500,000	I	By Consonance Capital Master Account LP⁽⁵⁾⁽⁶⁾
Class A Ordinary Shares	08/11/2021		D⁽¹⁾⁽²⁾		371,100	D	⁽¹⁾⁽²⁾	0	I	By Consonance Capital Opportunity Master Fund, LP⁽⁷⁾⁽⁸⁾
Common Stock	08/11/2021		A⁽¹⁾⁽²⁾		371,100	A	⁽¹⁾⁽²⁾	371,100	I	By Consonance Capital Opportunity Master Fund, LP⁽⁷⁾⁽⁸⁾
Class A Ordinary Shares	08/11/2021		D⁽¹⁾⁽²⁾		128,900	D	⁽¹⁾⁽²⁾	0	I	By Managed Account⁽⁹⁾
Common Stock	08/11/2021		A⁽¹⁾⁽²⁾		128,900	A	⁽¹⁾⁽²⁾	128,900	I	By Managed Account⁽⁹⁾
Common Stock	08/11/2021		A		1,248,750	A	⁽³⁾⁽⁴⁾	1,748,750	I	By Consonance Capital Master Account LP⁽⁵⁾⁽⁶⁾
Common Stock	08/11/2021		A		926,822	A	⁽³⁾⁽⁴⁾	1,297,922	I	By Consonance Capital Opportunity Master Fund, LP⁽⁷⁾⁽⁸⁾
Common Stock	08/11/2021		A		321,928	A	⁽³⁾⁽⁴⁾	450,828	I	By Managed Account⁽⁹⁾
Common Stock								1,885,000	I	By Consonance Life Sciences, LLC⁽¹¹⁾

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)
Warrants (right to buy)	$11.5	08/11/2021		P		166,667		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	166,667	⁽¹⁰⁾	166,667	I	By Consonance Capital Master Account LP⁽⁵⁾⁽⁶⁾
Warrants (right to buy)	$11.5	08/11/2021		P		123,700		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	123,700	⁽¹⁰⁾	123,700	I	By Consonance Capital Opportunity Master Fund, LP⁽⁷⁾⁽⁸⁾
Warrants (right to buy)	$11.5	08/11/2021		P		42,966		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	42,966	⁽¹⁰⁾	42,966	I	By Managed Account⁽⁹⁾
Warrants (right to buy)	$11.5	08/11/2021		A		416,250		⁽³⁾⁽⁴⁾⁽¹⁰⁾	⁽³⁾⁽⁴⁾⁽¹⁰⁾	Common Stock	416,666	⁽³⁾⁽⁴⁾	582,917	I	By Consonance Capital Master Account LP⁽⁵⁾⁽⁶⁾
Warrants (right to buy)	$11.5	08/11/2021		A		308,940		⁽³⁾⁽⁴⁾⁽¹⁰⁾	⁽³⁾⁽⁴⁾⁽¹⁰⁾	Common Stock	309,250	⁽³⁾⁽⁴⁾	432,640	I	By Consonance Capital Opportunity Master Fund, LP⁽⁷⁾⁽⁸⁾
Warrants (right to buy)	$11.5	08/11/2021		A		107,309		⁽³⁾⁽⁴⁾⁽¹⁰⁾	⁽³⁾⁽⁴⁾⁽¹⁰⁾	Common Stock	107,416	⁽³⁾⁽⁴⁾	150,275	I	By Managed Account⁽⁹⁾
Warrants (right to buy)	$11.5							⁽¹²⁾	⁽¹²⁾	Common Stock	144,667		144,667	I	By Consonance Life Sciences, LLC⁽¹¹⁾

1. Name and Address of Reporting Person^*

BLUTT MITCHELL J MD

(Last)

(First)

(Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Consonance Capital Management LP

(Last)

(First)

(Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Consonance Capman GP, LLC

(Last)

(First)

(Middle)

1370 AVENUE OF THE AMERICAS

SUITE 3301

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),

2. (Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination".

3. Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable.

4. (Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021.

5. Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management.

6. (Continued from footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.

7. Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"). Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation.

8. (Continued from footnote 7) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.

9. Consonance Management is an indirect beneficial owner of the securities reported herein held by a certain managed account (the "Managed Account", and together with the Master Account and Consonance Opportunity Master, the "Consonance Investors"). Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.

10. Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

11. Consonance Life Sciences LLC ("Consonance Life Sciences") is governed by a board of managers consisting of Mitchell J. Blutt, Benny Soffer and Kevin Livingston. As such, Mitchell J. Blutt, Benny Soffer and Kevin Livingston may be deemed to have voting and investment discretion over the securities held by Consonance Life Sciences and may be deemed to have shared beneficial ownership of such securities. Each of Mitchell J. Blutt, Benny Soffer and Kevin Livingston disclaims beneficial ownership of the securities held by Consonance Life Sciences except to the extent of their pecuniary interest therein. The Master Fund, Consonance Opportunity and the Managed Account in the aggregate own the majority of the unit interests in Consonance Life Sciences.

12. Represents part of units of the Issuer purchased for $10 per unit in private placement transactions in connection with the Issuer's initial public offering. Each unit consisted of one Class A Share and one-third of one warrant (a "Private Placement Warrant"), with each whole Private Placement Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Private Placement Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Private Placement Warrants will expire five years after the completion of the Issuer's initial business combination.

Remarks:

	CONSONANCE CAPITAL MANAGEMENT LP, By: Consonance Capman GP LLC, its general partner, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member	08/13/2021
	CONSONANCE CAPMAN GP, LLC, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member	08/13/2021
	MITCHELL J. BLUTT, Name: /s/ Mitchell J. Blutt, M.D.	08/13/2021
	** 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 4 (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).
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                                                                    Exhibit 99.1

                         Form 4 Joint Filer Information

Name:                                   Consonance Capital Management LP

Address:                                1370 Avenue of the Americas
                                        Suite 3301
                                        New York, NY 10019

Date of Event Requiring Statement:      08/11/2021


Name:                                   Consonance Capman GP, LLC

Address:                                1370 Avenue of the Americas
                                        Suite 3301
                                        New York, NY 10019

Date of Event Requiring Statement:      08/11/2021