Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Aziyo Biologics, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
05479K106
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 05479K106 | Schedule 13G | Page 1 of 16 |
| 1 | Names of Reporting Persons
| |
| HighCape Capital, L.P. | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| PN |
| CUSIP No. 05479K106 | Schedule 13G | Page 2 of 16 |
| 1 | Names of Reporting Persons
| |
| HighCape Partners, L.P. | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| PN |
| CUSIP No. 05479K106 | Schedule 13G | Page 3 of 16 |
| 1 | Names of Reporting Persons
| |
| HighCape Partners QP, L.P. | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| PN |
| CUSIP No. 05479K106 | Schedule 13G | Page 4 of 16 |
| 1 | Names of Reporting Persons
| |
| HighCape Partners GP, LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| OO (Limited Liability Company) |
| CUSIP No. 05479K106 | Schedule 13G | Page 5 of 16 |
| 1 | Names of Reporting Persons
| |
| HighCape Partners GP, L.P. | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| PN |
| CUSIP No. 05479K106 | Schedule 13G | Page 6 of 16 |
| 1 | Names of Reporting Persons
| |
| HighCape Co-Investment Vehicle I, LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| OO (Limited Liability Company) |
| CUSIP No. 05479K106 | Schedule 13G | Page 7 of 16 |
| 1 | Names of Reporting Persons
| |
| HighCape Co-Investment Vehicle II, LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| OO (Limited Liability Company) |
| CUSIP No. 05479K106 | Schedule 13G | Page 8 of 16 |
| 1 | Names of Reporting Persons
| |
| HighCape Capital, LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| OO (Limited Liability Company) |
| CUSIP No. 05479K106 | Schedule 13G | Page 9 of 16 |
| 1 | Names of Reporting Persons
| |
| W. Matthew Zuga | ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| United States of America | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,508,831 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 63.6% | |
| 12 | Type of Reporting Person |
| IN |
| CUSIP No. 05479K106 | Schedule 13G | Page 10 of 16 |
| 1 | Names of Reporting Persons
| |
Kevin Rakin
| ||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| United States of America | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power |
| 31,845 | ||
| 6 | Shared Voting Power | |
| 4,508,831 | ||
| 7 | Sole Dispositive Power | |
| 31,845 | ||
| 8 | Shared Dispositive Power | |
| 4,508,831 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,540,676 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 |
| 64.0% | |
| 12 | Type of Reporting Person |
| IN |
| CUSIP No. 05479K106 | Schedule 13G | Page 11 of 16 |
| ITEM 1. | (a) | Name of Issuer: |
Aziyo Biologics, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
2510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
HighCape Capital, L.P.
HighCape Partners, L.P.
HighCape Partners QP, L.P.
HighCape Partners GP, LLC
HighCape Partners GP, L.P.
HighCape Co-Investment Vehicle I, LLC
HighCape Co-Investment Vehicle II, LLC
HighCape Capital, LLC
W. Matthew Zuga
Kevin Rakin
| (b) | Address or Principal Business Office: |
The address for each of the Reporting Persons is 452 5th Avenue, 21st Floor, New York, NY 10018.
| (c) | Citizenship of each Reporting Person is: |
Mr. Zuga and Mr. Rakin are each citizens of the United States of America. Each of the other Reporting Persons is organized under the laws of the state of Delaware.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.001 per share (“Common Stock”).
| (e) | CUSIP Number: |
05479K106
| ITEM 3. |
Not applicable.
| CUSIP No. 05479K106 | Schedule 13G | Page 12 of 16 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2020, based upon 7,091,960 shares of Common Stock outstanding as of November 9, 2020, based on the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2020.
| Reporting Person |
Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
| HighCape Capital, L.P. | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| HighCape Partners, L.P. | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| HighCape Partners QP, L.P. | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| HighCape Partners GP, LLC | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| HighCape Partners GP, L.P. | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| HighCape Co-Investment Vehicle I, LLC | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| HighCape Co-Investment Vehicle II, LLC | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| HighCape Capital, LLC | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| W. Matthew Zuga | 4,508,831 | 63.6% | 0 | 4,508,831 | 0 | 4,508,831 |
| Kevin Rakin | 4,540,676 | 64.0% | 31,845 | 4,508,831 | 31,845 | 4,508,831 |
The amount of securities beneficially owned by the Reporting Persons includes: (i) 49,118 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 3,652,355 shares of Common Stock held of record by HighCape Partners QP, L.P.; (iii) 499,145 shares of Common Stock held of record by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Common Stock held of record by HighCape Co-Investment Vehicle II, LLC; and (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P. The amount beneficially owned by Mr. Rakin also includes 31,845 shares of Common Stock held of record by the Kevin L. Rakin Irrevocable Trust.
Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP, LLC, which in turn is the general partner of HighCape Partners GP, L.P., which in turn is the general partner of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which in turn is the general partner of HighCape Capital, L.P. Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held of record by HighCape Partners, L.P. and HighCape Partners QP, L.P., and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held of record by HighCape Capital, L.P. In addition, Mr. Zuga is the managing member of each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC and may be deemed to beneficially own the securities held by such entities. Mr. Rakin may be deemed to beneficially own the securities held of record by the Kevin L. Rakin Irrevocable Trust. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons.
| CUSIP No. 05479K106 | Schedule 13G | Page 13 of 16 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 05479K106 | Schedule 13G | Page 14 of 16 |
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.
| Date: February 16, 2021 | ||
| HIGHCAPE CAPITAL, L.P. | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE PARTNERS, L.P. | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE PARTNERS QP, L.P. | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE PARTNERS GP, LLC | ||
| By: | /s/ W. Matthew Zug | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE PARTNERS GP, L.P. | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE CO-INVESTMENT VEHICLE I, LLC | ||
| By: HighCape Partners GP, L.P., its general partner | ||
| By: HighCape Partners GP, LLC, its general partner | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| CUSIP No. 05479K106 | Schedule 13G | Page 15 of 16 |
| HIGHCAPE CO-INVESTMENT VEHICLE II, LLC | ||
| By: HighCape Partners GP, L.P., its general partner | ||
| By: HighCape Partners GP, LLC, its general partner | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE CAPITAL, LLC | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| /s/ W. Matthew Zuga | ||
| Name:W. Matthew Zuga | ||
| /s/ Kevin Rakin | ||
| Name:Kevin Rakin | ||
| CUSIP No. 05479K106 | Schedule 13G | Page 16 of 16 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 16th day of February, 2021.
| HIGHCAPE CAPITAL, L.P. | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE PARTNERS, L.P. | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE PARTNERS QP, L.P. | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE PARTNERS GP, LLC | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE PARTNERS GP, L.P. | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE CO-INVESTMENT VEHICLE I, LLC | ||
| By: HighCape Partners GP, L.P., its general partner | ||
| By: HighCape Partners GP, LLC, its general partner | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE CO-INVESTMENT VEHICLE II, LLC | ||
| By: HighCape Partners GP, L.P., its general partner | ||
| By: HighCape Partners GP, LLC, its general partner | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| HIGHCAPE CAPITAL, LLC | ||
| By: | /s/ W. Matthew Zuga | |
| Name:W. Matthew Zuga | ||
| Title:Managing Member | ||
| /s/ W. Matthew Zuga | ||
| Name:W. Matthew Zuga | ||
| /s/ Kevin Rakin | ||
| Name:Kevin Rakin | ||