Amended Statement of Beneficial Ownership (sc 13d/a)
13 Februar 2023 - 10:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SURROZEN,
INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
86889P 109
(CUSIP
Number)
James Evangelista
Chief Financial Officer
The Column Group III, LP
1 Letterman Drive, Building D, Suite M-900
San Francisco, CA 94129
(415) 865-2050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
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1 |
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NAMES OF REPORTING PERSONS
The Column Group III GP, LP |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (see
instructions) AF |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
9,414,795 (1) |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
9,414,795
(1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,414,795 (1) |
12 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 31.5% (2) |
14 |
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TYPE OF REPORTING PERSON
(see instructions) PN |
(1) |
Consists of (i) 4,343,245 shares of Common Stock held of record by TCG III LP (as defined in Item 2(a) below),
(ii) warrants to purchase 78,272 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, (iii) 4,904,884 shares of Common Stock held of record by TCG III-A LP (as
defined in Item 2(a) below) and (iv) warrants to purchase 88,394 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. TCG III GP LP is the general partner of
each of TCG III LP and TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey, a member of the
Issuers board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
(2) |
Based on (i) 35,122,863 shares of Common Stock outstanding as of November 10, 2022, as reported in the
Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the Commission) on November 14, 2022 (the Form
10-Q) minus (ii) 5,382,499 shares of Common Stock subsequently repurchased by the Issuer as reported in its Current Report on Form 8-K filed with the Commission on
December 15, 2022 (the Form 8-K) plus (iii) 78,272 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement and
(iv) 88,394 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. |
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1 |
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NAMES OF REPORTING PERSONS
The Column Group III, LP |
2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
|
3 |
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SEC USE ONLY
|
4 |
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SOURCE OF FUNDS (see
instructions) WC |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
4,421,517 (1) |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
4,421,517
(1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,421,517 (1) |
12 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 14.8% (2) |
14 |
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TYPE OF REPORTING PERSON
(see instructions) PN |
(1) |
Consists of (i) 4,343,245 shares of Common Stock held of record by TCG III LP and (ii) warrants to
purchase 78,272 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement. TCG III GP LP is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to
these securities. Peter Svennilson, David Goeddel and Tim Kutzkey, a member of the Issuers board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to
these securities. |
(2) |
Based on (i) 35,122,863 shares of Common Stock outstanding as of November 10, 2022, as reported in the
Issuers Form 10-Q minus (ii) 5,382,499 shares of Common Stock subsequently repurchased by the Issuer as reported in the Issuers Form 8-K plus (iii) 78,272
shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement. |
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1 |
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NAMES OF REPORTING PERSONS
The Column Group III-A, LP |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
|
3 |
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SEC USE ONLY
|
4 |
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SOURCE OF FUNDS (see
instructions) WC |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
4,993,278 (1) |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
4,993,278
(1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,993,278 (1) |
12 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 16.7% (2) |
14 |
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TYPE OF REPORTING PERSON
(see instructions) PN |
(1) |
Consists of (i) 4,904,884 shares of Common Stock held of record by TCG
III-A LP and (ii) warrants to purchase 88,394 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. TCG III GP LP is
the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey, a member of the
Issuers board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
(2) |
Based on (i) 35,122,863 shares of Common Stock outstanding as of November 10, 2022, as reported in the
Issuers Form 10-Q minus (ii) 5,382,499 shares of Common Stock subsequently repurchased by the Issuer as reported in the Issuers Form 8-K plus (iii) 88,394
shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. |
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1 |
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NAMES OF REPORTING PERSONS
Tim Kutzkey |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
|
4 |
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SOURCE OF FUNDS (see
instructions) AF |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
9,414,795 (1) |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
9,414,795
(1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,414,795 (1) |
12 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 31.5% (2) |
14 |
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TYPE OF REPORTING PERSON
(see instructions) IN |
(1) |
Consists of (i) 4,343,245 shares of Common Stock held of record by TCG III LP, (ii) warrants to purchase
78,272 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, (iii) 4,904,884 shares of Common Stock held of record by TCG III-A LP and (iv) warrants to purchase
88,394 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. TCG III GP LP is the general partner of each of TCG III LP and TCG
III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey, a member of the Issuers board of directors,
are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
(2) |
Based on (i) 35,122,863 shares of Common Stock outstanding as of November 10, 2022, as reported in the
Issuers Form 10-Q minus (ii) 5,382,499 shares of Common Stock subsequently repurchased by the Issuer as reported in the Issuers Form 8-K plus (iii) 78,272
shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement and (iv) 88,394 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. |
Explanatory Note:
This joint statement on Schedule 13D/A (this Statement) is filed with respect to the Common Stock, par value $0.0001 per share (Common
Stock), of Surrozen, Inc., a Delaware corporation (the Issuer).
This Amendment No. 1. (this Amendment) supplements and
amends the Schedule 13D relating to the Common Stock of the Issuer that was filed with the Commission on August 23, 2021 (the Original Schedule 13D). This Amendment is being filed to update the aggregate percentage of the Common
Stock owned by the Reporting Persons due to decreases in the total number of shares of Common Stock outstanding from time to time since the date of the filing of the Original Schedule 13D and not in connection with a disposition of any shares by the
Reporting Persons. Such decreases in total number of shares of Common Stock outstanding resulted in an increase of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Original Schedule 13D. Only those
items that are reported are hereby amended; all other items reported in the Original Schedule 13D remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule
13D. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.
This information reported is
based on a total of (i) 35,122,863 shares of Common Stock outstanding as of November 10, 2022, as reported in the Issuers Form 10-Q minus (ii) 5,382,499 shares of Common Stock subsequently
repurchased by the Issuer as reported in the Issuers Form 8-K plus (iii) 78,272 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of
this Statement and (iv) 88,394 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: February 13, 2023 |
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THE COLUMN GROUP III, LP |
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THE COLUMN GROUP III GP, LP |
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By: |
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The Column Group III GP, LP |
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By: |
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/s/ James Evangelista |
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By: |
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/s/ James Evangelista |
Name: |
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James Evangelista |
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Name: |
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James Evangelista |
Title: |
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Attorney-in-Fact |
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Title: |
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Attorney-in-Fact |
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THE COLUMN GROUP III-A, LP |
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By: |
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The Column Group III GP, LP |
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By: |
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/s/ James Evangelista |
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Name: |
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James Evangelista |
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Title: |
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Attorney-in-Fact |
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TIM KUTZKEY |
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By: |
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/s/ James Evangelista |
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Name: |
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James Evangelista |
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Title: |
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Attorney-in-Fact |
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