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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Williams Charles O (Last) (First) (Middle) C/O SURROZEN, INC. 171 OYSTER POINT BLVD., SUITE 400 (Street) SOUTH SAN FRANCISCO CA 94080 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/11/2021	3. Issuer Name and Ticker or Trading Symbol Surrozen, Inc./DE [ SRZN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/16/2021
			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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	12/13/2030	Common Stock	175,648(2)	5.12(3)	D

Explanation of Responses:

1. Twenty-five percent of the shares subject to the Stock Option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.

2. Received pursuant to the Business Combination Agreement (the "BCA"), dated April 15, 2021, by and among the Issuer (fka "Consonance-HFW Acquisition Corp"), Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. (the "Original Surrozen"). Under the terms of the BCA, among other things, Merger Sub merged with and into the Original Surrozen, with Original Surrozen surviving as a wholly-owned subsidiary of the Issuer (the "Business Combination"), the Original Surrozen changed its name to Surrozen Operating, Inc., and the Issuer changed its name to Surrozen, Inc. In addition, per the terms of the BCA, each share and equity award of the Original Surrozen outstanding as of effective time of the Business Combination was exchanged for shares of the Issuer's Common Stock or comparable equity awards that are settled or are exercisable for shares of the Issuer's Common Stock, as applicable, at the exchange ratio of 0.175648535.

3. This amendment is being filed to correct a typographical error in the exercise price of the Stock Option which was incorrectly reported on the original filed Form 3.

Remarks:

	/s/ Sheela Mohan-Peterson, Attorney-in-Fact for Charles O. Williams	08/18/2021
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.