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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^*

Williams Charles O

(Last)

(First)

(Middle)

C/O SURROZEN, INC.

171 OYSTER POINT BLVD., SUITE 400

(Street)

SOUTH SAN FRANCISCO

94080

(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	10% Owner
X	Officer (give title below)	Other (specify below)
CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Common Stock	04/04/2024		P		1,474	A	⁽¹⁾	1,474	D

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)
Series A Common Stock Warrant (right to buy)	$16.96	04/04/2024		P		1,474		04/04/2024	04/04/2029	Common Stock	1,474	⁽¹⁾	1,474	D
Series B Common Stock Warrant (right to buy)	$15.71	04/04/2024		P		1,603		04/04/2024	⁽²⁾	Common Stock	1,603	⁽¹⁾	1,603	D
Series C Common Stock Warrant (right to buy)	$16	04/04/2024		P		5,712		⁽³⁾	⁽³⁾	Common Stock	5,712	⁽¹⁾	5,712	D
Series D Common Stock Warrant (right to buy)	$16	04/04/2024		P		5,712		⁽⁴⁾	⁽⁴⁾	Common Stock	5,712	⁽¹⁾	5,712	D

Explanation of Responses:

1. On April 4, 2024, the reporting person acquired shares in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement, dated as of April 1, 2024, by and among the Issuer and certain institutional investors and members of management, at a purchase price of $16.96 per share, which amount includes $1.25 for the accompanying common stock warrants.

2. The warrant expires on the fifth trading day following the occurrence of the Series B Milestone Event (as defined in the Series B Common Stock Warrant). In the event the Series B Milestone Event has not occurred prior to the fifth anniversary of the issuance date of the warrant, the warrant will automatically terminate on such anniversary date.

3. The warrant is exercisable for 30 days after the earlier of (i) the occurrence of the Series C Milestone Event (as defined in the Series C Common Stock Warrant) and (ii) a Fundamental Transaction (as defined in the Series C Common Stock Warrant).

4. The warrant is exercisable for 30 days after the earlier of (i) the occurrence of the Series D Milestone Event (as defined in the Series D Common Stock Warrant) and (ii) a Fundamental Transaction (as defined in the Series D Common Stock Warrant).

Remarks:

	/s/ Williams Charles O	04/08/2024
	** 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).
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.