4//SEC Filing
Soffer Benny 4
Accession 0000899243-21-033039
CIK 0001824893other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 7:38 PM ET
Size
20.1 KB
Accession
0000899243-21-033039
Insider Transaction Report
Form 4
Soffer Benny
Director
Transactions
- Other
Class B Ordinary Shares
2021-08-11−759,000→ 1,451,000 total(indirect: See Footnote) - Award
Common Stock
2021-08-11+1,451,000→ 1,885,000 total(indirect: See Footnote) - Award
Warrants
2021-08-11−144,667→ 144,667 total(indirect: See Footnote)Exercise: $11.50→ Common Stock (144,667 underlying) - Disposition to Issuer
Class A Ordinary Shares
2021-08-11−434,000→ 0 total(indirect: See Footnote) - Award
Common Stock
2021-08-11+434,000→ 434,000 total(indirect: See Footnote) - Disposition to Issuer
Warrants
2021-08-11−144,667→ 0 total(indirect: See Footnote)Exercise: $11.50→ Class A Ordinary Shares (144,667 underlying) - Disposition to Issuer
Class B Ordinary Shares
2021-08-11−1,451,000→ 0 total(indirect: See Footnote)
Footnotes (5)
- [F1]On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act,
- [F2](Continued from footnote 1), and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination".
- [F3]Pursuant to the Sponsor Letter Agreement entered into in connection with the Business Combination Agreement, Consonance Life Sciences LLC ("Consonance Life Sciences") agreed to contribute an aggregate of 759,000 Class B Ordinary Shares back to the Issuer for no additional consideration.
- [F4]Represents shares held by Consonance Life Sciences. Consonance Life Sciences is governed by a board of managers consisting of Mitchell J. Blutt, Benny Soffer and Kevin Livingston. As such, Mitchell J. Blutt, Benny Soffer and Kevin Livingston may be deemed to have voting and investment discretion over the securities held by Consonance Life Sciences and may be deemed to have shared beneficial ownership of such securities. Each of Mitchell J. Blutt, Benny Soffer and Kevin Livingston disclaims beneficial ownership of the securities held by Consonance Life Sciences except to the extent of their pecuniary interest therein.
- [F5]Represents part of private placement units of the Issuer purchased by Consonance Life Sciences in a private placement transactions in connection with the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one private placement warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
Documents
Issuer
Surrozen, Inc./DE
CIK 0001824893
Entity typeother
Related Parties
1- filerCIK 0001829318
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 7:38 PM ET
- Size
- 20.1 KB