SEC Filing | Surrozen

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SEC FORM 3/A 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

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1. Name and Address of Reporting Person^*

Vanhove Geertrui

(Last)

(First)

(Middle)

C/O SURROZEN, INC.

171 OYSTER POINT BLVD., SUITE 400

(Street)

SOUTH SAN FRANCISCO

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 Medical 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	05/16/2029	Common Stock	108,902⁽²⁾	1.25⁽³⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/22/2031	Common Stock	26,347⁽²⁾	10.76⁽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 prices of the Stock Options which were incorrectly reported on the original filed Form 3.

4. 1/48th of the shares subject to the Stock Option shall vest on each monthly anniversary of the vesting commencement date over a four-year period.

Remarks:

	/s/ Sheela Mohan-Peterson, Attorney-in-Fact for Geertrui Vanhove	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).
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