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HighCape Partners GP II, L.P.

Disclosed activity across 1 company

Tapewire entity
42460
SEC CIK
0001957359

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
ELUTIA INC.ELUT · Entity 734210% ownerJune 01, 2026June 02, 2026

Disclosed balances

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Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

ELUTIA INC.

Report date June 01, 2026 · Filed June 02, 2026

Jointly reported with RAKIN KEVIN, HighCape Partners GP II, LLC, HighCape Partners QP II, L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeDirect126,120 Reported balance After 2026-06-01 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2026-06-01 · Gift · Disposed 70,000 · Balance 126,120

Class A Common StockSEC Table I · non-derivativeIndirectBy trusts272,419 Reported balance After 2026-06-01 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2026-06-01 · Other · Disposed 50,000 · Balance 272,419

F1: Mr. Rakin caused a trust to distribute the reported securities to beneficiaries of the trust (for the avoidance of doubt, without payment of consideration by such beneficiaries). Mr. Rakin disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein.

Class A Common StockSEC Table I · non-derivativeIndirectSee footnotes4,706,559 Reported balance Holding disclosure · report date 2026-06-01 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 4,706,559

F2: Includes: (i) 4,562,431 shares of Class A Common Stock held of record by HighCape Partners QP II, L.P.; and (ii) 144,128 shares owned by other HighCape entities that are not reporting persons hereunder, but over whom Mr. Rakin may be deemed to exercise beneficial ownership in his capacity as managing member of the general partner of such entity or as managing member of the general partner of the general partner of such entity.

F3: Mr. Rakin is the managing member of HighCape Partners GP II, LLC, which is the general partner of HighCape Partners GP II, L.P., which is the general partner of HighCape Partners QP II, L.P. and another HighCape entity that owns shares of record but is not a reporting person hereunder. In addition, Mr. Rakin is a managing member of the general partner of another HighCape entity that owns shares of record but is not a reporting person hereunder.

F4: Mr. Rakin, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners QP II, L.P. and the other entity for which HighCape Partners GP II, L.P. serves as general partner. Additionally, Mr. Rakin may be deemed to beneficially own the securities held by another HighCape entity by virtue of his serving as managing member of such entity's general partner. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons and the non-reporting persons referred to herein except to the extent of each reporting person's pecuniary interest therein, if any.

Filing footnotes · ownership attribution and instrument terms

F1: Mr. Rakin caused a trust to distribute the reported securities to beneficiaries of the trust (for the avoidance of doubt, without payment of consideration by such beneficiaries). Mr. Rakin disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein.

F2: Includes: (i) 4,562,431 shares of Class A Common Stock held of record by HighCape Partners QP II, L.P.; and (ii) 144,128 shares owned by other HighCape entities that are not reporting persons hereunder, but over whom Mr. Rakin may be deemed to exercise beneficial ownership in his capacity as managing member of the general partner of such entity or as managing member of the general partner of the general partner of such entity.

F3: Mr. Rakin is the managing member of HighCape Partners GP II, LLC, which is the general partner of HighCape Partners GP II, L.P., which is the general partner of HighCape Partners QP II, L.P. and another HighCape entity that owns shares of record but is not a reporting person hereunder. In addition, Mr. Rakin is a managing member of the general partner of another HighCape entity that owns shares of record but is not a reporting person hereunder.

F4: Mr. Rakin, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners QP II, L.P. and the other entity for which HighCape Partners GP II, L.P. serves as general partner. Additionally, Mr. Rakin may be deemed to beneficially own the securities held by another HighCape entity by virtue of his serving as managing member of such entity's general partner. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons and the non-reporting persons referred to herein except to the extent of each reporting person's pecuniary interest therein, if any.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
June 01, 2026 Filed Jun 2, 2026 20:12 UTC ELUTIA INC. ELUT · Entity 7342 OtherClass A Common Stock 50,000 $0.00 $0.00
Disclosure

SEC source: 0001104659-26-069476 · tm2616694-1_4seq1.xml · nonDerivative · entry 2

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By trusts

Disclosed balance after: 272,419

F1 · kind: Mr. Rakin caused a trust to distribute the reported securities to beneficiaries of the trust (for the avoidance of doubt, without payment of consideration by such beneficiaries). Mr. Rakin disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein.

Read SEC document
June 01, 2026 Filed Jun 2, 2026 20:12 UTC ELUTIA INC. ELUT · Entity 7342 GiftClass A Common Stock 70,000 $0.00 $0.00
Disclosure

SEC source: 0001104659-26-069476 · tm2616694-1_4seq1.xml · nonDerivative · entry 1

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 126,120

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January 30, 2026 Filed Feb 2, 2026 22:01 UTC ELUTIA INC. ELUT · Entity 7342 PurchaseClass A Common Stock 70,000 $1.06 $74,200.00
Disclosure

SEC source: 0001104659-26-009295 · form4-02022026_100233.xml · nonDerivative · entry 1

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 196,120

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.05 to $1.08. The reporting person undertakes to provide Elutia Inc. ( the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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December 17, 2025 Filed Dec 19, 2025 21:59 UTC ELUTIA INC. ELUT · Entity 7342 PurchaseClass A Common Stock 50,000 $0.52 $25,995.00
Disclosure

SEC source: 0001104659-25-123259 · tm2533950-1_4seq1.xml · nonDerivative · entry 1

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By trusts

Disclosed balance after: 322,419

F1 · price: The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.51980 to $0.51999, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

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December 11, 2025 Filed Dec 19, 2025 21:21 UTC Amendment ELUTIA INC. ELUT · Entity 7342 OtherClass A Common Stock 4,505,941 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-25-123182 · tm2533950-2_4aseq1.xml · nonDerivative · entry 1

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP, LLC · CIK 0001819933 · 10% owner

HighCape Partners GP, L.P. · CIK 0001819932 · 10% owner

HIGHCAPE PARTNERS, L.P. · CIK 0001598046 · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

HIGHCAPE PARTNERS QP, L.P. · CIK 0001598026 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

HighCape Co-Investment Vehicle I, LLC · CIK 0001819988 · 10% owner

HighCape Co-Investment Vehicle II, LLC · CIK 0001820044 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 4,978,978

F1 · kind: On December 11, 2025, HighCape Partners, L.P, HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC distributed all of their shares of the Issuer's Class A Common Stock to their partners and members pro rata according to such partners' and members' interests without payment of consideration by such partners and members. Mr. Rakin, chairman of the Issuer's board of directors, received 126,120 shares pursuant to such distribution and his irrevocable trusts received 181,612 shares. The distribution of such shares resulted in a change in the form of Mr. Rakin's beneficial ownership only and consequently such shares are not included in the amount distributed in column 4.

F5 · shares: This amendment is filed solely to add HighCape Partners GP, LLC, HighCape Partners GP, L.P., HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Partners GP II, LLC, HighCape Partners GP II, L.P., HighCape Partners QP II, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC as filers to the Form 4 originally filed by Mr. Rakin on December 15, 2025 and amended on December 17, 2025. This filing is otherwise identical in substantive content to the amended Form 4 filed by Mr. Rakin on December 17, 2025.

F1 · price: On December 11, 2025, HighCape Partners, L.P, HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC distributed all of their shares of the Issuer's Class A Common Stock to their partners and members pro rata according to such partners' and members' interests without payment of consideration by such partners and members. Mr. Rakin, chairman of the Issuer's board of directors, received 126,120 shares pursuant to such distribution and his irrevocable trusts received 181,612 shares. The distribution of such shares resulted in a change in the form of Mr. Rakin's beneficial ownership only and consequently such shares are not included in the amount distributed in column 4.

F2 · balance_after: Includes: (i) 4,562,431 shares of Common Stock held of record by HighCape Partners QP II, L.P.; (ii) 144,128 shares owned by other HighCape entities over whom Mr. Rakin may be deemed to exercise beneficial ownership in his capacity as managing member of the general partner of such entity or as managing member of the general partner of the general partner of such entity; and (iii) 272,419 shares owned by Mr. Rakin's irrevocable trusts.

F3 · ownership.nature: Mr. Rakin is a managing member of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin is the managing member of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of HighCape Partners QP II, L.P. and another HighCape entity that owns shares of record. HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC. In addition, Mr. Rakin is a managing member of the GP of another HighCape entity that owns shares of record.

F4 · ownership.nature: Mr. Rakin, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may have been deemed to beneficially own the securities distributed by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC. Mr. Rakin, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners QP II, L.P. and the other entity for which HighCape Partners GP II, L.P. serves as GP. Finally, Mr. Rakin may be deemed to beneficially own the securities held by another HighCape entity by virtue of his serving as managing member of such entity's GP. Mr. Rakin disclaims beneficial ownership of the securities held by the other persons referred to herein except to the extent of his pecuniary interest therein, if any.

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February 03, 2025 Filed Mar 13, 2025 20:28 UTC ELUTIA INC. ELUT · Entity 7342 PurchaseClass A Common Stock 420,000 $2.50 $1,050,000.00
Disclosure

SEC source: 0001104659-25-023484 · tm259106-1_4seq1.xml · nonDerivative · entry 1

HighCape Capital, L.P. · CIK 0001826279 · Director · 10% owner

Zuga Matt · CIK 0001790214 · Director · 10% owner

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP, LLC · CIK 0001819933 · 10% owner

HighCape Partners GP, L.P. · CIK 0001819932 · 10% owner

HIGHCAPE PARTNERS, L.P. · CIK 0001598046 · 10% owner

HIGHCAPE PARTNERS QP, L.P. · CIK 0001598026 · 10% owner

HighCape Capital, LLC · CIK 0001827500 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

HighCape Co-Investment Vehicle I, LLC · CIK 0001819988 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 9,520,232

F1 · ownership.nature: Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 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; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 95,197 shares of Common Stock held of record by HighCape Partners II, L.P.; and (vii) 4,562,431 shares of Common Stock held of record by HighCape Partners QP II, L.P.

F2 · ownership.nature: Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP 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 is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P. and HighCape Partners QP II, L.P. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC.

F3 · ownership.nature: 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 by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P. and HighCape Partners QP II, L.P. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.

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July 30, 2024 Filed Aug 1, 2024 20:54 UTC ELUTIA INC. ELUT · Entity 7342 OtherWarrants (right to buy) · Derivative 2,101,577 $0.00 Strike: $1.43 $0.00
Disclosure

SEC source: 0001104659-24-084967 · tm2420609-2_4seq1.xml · derivative · entry 2

HighCape Capital, L.P. · CIK 0001826279 · Director · 10% owner

Zuga Matt · CIK 0001790214 · Director · 10% owner

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP, LLC · CIK 0001819933 · 10% owner

HighCape Partners GP, L.P. · CIK 0001819932 · 10% owner

HIGHCAPE PARTNERS, L.P. · CIK 0001598046 · 10% owner

HIGHCAPE PARTNERS QP, L.P. · CIK 0001598026 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,101,577 shares

Expires not disclosed

F4 · derivative.expiration_date: The warrant has expired. The warrant provided for expiration upon the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration of the issuer's CanGarooRM antibiotic-eluting biologic envelope (which has elapsed) or (b) September 21, 2028.

F2 · ownership.nature: Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP 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 is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P. and HighCape Partners QP II, L.P. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC.

F3 · ownership.nature: 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 by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P. and HighCape Partners QP II, L.P. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.

F5 · ownership.nature: Warrants for 2,058,623 shares of Common Stock were exercised by HighCape Partners QP II, L.P. and warrants for 42,954 shares of Common Stock were exercised by HighCape Partners II, L.P.

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July 30, 2024 Filed Aug 1, 2024 20:54 UTC ELUTIA INC. ELUT · Entity 7342 OtherClass A Common Stock 2,101,577 $1.43 $3,000,001.17
Disclosure

SEC source: 0001104659-24-084967 · tm2420609-2_4seq1.xml · nonDerivative · entry 1

HighCape Capital, L.P. · CIK 0001826279 · Director · 10% owner

Zuga Matt · CIK 0001790214 · Director · 10% owner

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP, LLC · CIK 0001819933 · 10% owner

HighCape Partners GP, L.P. · CIK 0001819932 · 10% owner

HIGHCAPE PARTNERS, L.P. · CIK 0001598046 · 10% owner

HIGHCAPE PARTNERS QP, L.P. · CIK 0001598026 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 9,100,232

F1 · ownership.nature: Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 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; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 86,613 shares of Common Stock held of record by HighCape Partners II, L.P.; and (vii) 4,151,015 shares of Common Stock held of record by HighCape Partners QP II, L.P.

F2 · ownership.nature: Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP 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 is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P. and HighCape Partners QP II, L.P. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC.

F3 · ownership.nature: 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 by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P. and HighCape Partners QP II, L.P. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.

Read SEC document
December 28, 2023 Filed Jan 8, 2024 21:09 UTC ELUTIA INC. ELUT · Entity 7342 OtherWarrants (right to buy) · Derivative 2,154,116 Not disclosed Strike: $1.43 Not disclosed
Disclosure

SEC source: 0001104659-24-002239 · tm242311-2_4seq1.xml · derivative · entry 2

HighCape Capital, L.P. · CIK 0001826279 · Director · 10% owner

Zuga Matt · CIK 0001790214 · Director · 10% owner

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP, LLC · CIK 0001819933 · 10% owner

HighCape Partners GP, L.P. · CIK 0001819932 · 10% owner

HIGHCAPE PARTNERS, L.P. · CIK 0001598046 · 10% owner

HIGHCAPE PARTNERS QP, L.P. · CIK 0001598026 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 2,101,577

Underlying: Class A Common Stock · 2,154,116 shares

Expires not disclosed

F7 · kind: This Form 4 relates to the pro rata distribution by Elutia PIPE Investment LP of its shares of Class A Common Stock and Warrants to its partners, without payment of consideration by such partners.

F1 · price: The reported securities are included within 1,436,077 Units originally purchased by Elutia PIPE Investment LP for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock (the "Common Stock") and one warrant to purchase one and one-half shares of Common Stock. The shares of Common Stock and Warrants reported as transferred in this Form 4 are being distributed to Elutia PIPE Investment LP's partners without payment of consideration by them.

F5 · derivative.expiration_date: The warrant expires upon the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration of the issuer's CanGarooRM antibiotic-eluting biologic envelope or (b) September 21, 2028.

F6 · ownership.nature: Includes (i) 2,058,623 shares of Common Stock issuable upon exercise of a warrant held by HighCape Partners QP II, L.P.; and (ii) 42,954 shares of Common Stock issuable upon exercise of a warrant held by HighCape Partners II, L.P.

Read SEC document
December 28, 2023 Filed Jan 8, 2024 21:09 UTC ELUTIA INC. ELUT · Entity 7342 OtherClass A Common Stock 1,436,077 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-24-002239 · tm242311-2_4seq1.xml · nonDerivative · entry 1

HighCape Capital, L.P. · CIK 0001826279 · Director · 10% owner

Zuga Matt · CIK 0001790214 · Director · 10% owner

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP, LLC · CIK 0001819933 · 10% owner

HighCape Partners GP, L.P. · CIK 0001819932 · 10% owner

HIGHCAPE PARTNERS, L.P. · CIK 0001598046 · 10% owner

HIGHCAPE PARTNERS QP, L.P. · CIK 0001598026 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 6,998,655

F7 · kind: This Form 4 relates to the pro rata distribution by Elutia PIPE Investment LP of its shares of Class A Common Stock and Warrants to its partners, without payment of consideration by such partners.

F1 · price: The reported securities are included within 1,436,077 Units originally purchased by Elutia PIPE Investment LP for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock (the "Common Stock") and one warrant to purchase one and one-half shares of Common Stock. The shares of Common Stock and Warrants reported as transferred in this Form 4 are being distributed to Elutia PIPE Investment LP's partners without payment of consideration by them.

F2 · ownership.nature: Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 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; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 43,659 shares of Common Stock held of record by HighCape Partners II, L.P.; and (vii) 2,092,392 shares of Common Stock held of record by HighCape Partners QP II, L.P.

F3 · ownership.nature: Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP 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 is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC.

F4 · ownership.nature: 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 by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.

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December 22, 2022 Filed Dec 28, 2022 20:55 UTC ELUTIA INC. AZYO · Entity 7342 GrantStock Option (Right to Buy) · Derivative 17,533 $0.00 Strike: $3.80 $0.00
Disclosure

SEC source: 0001415889-22-013047 · form4-12282022_081221.xml · derivative · entry 1

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

HighCape Partners II, L.P. · CIK 0001770952 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 17,533

Underlying: Class A Common Stock · 17,533 shares

Expires 2032-12-21

F1 · derivative.exercise_date: This option vests in full and shall be fully exercisable on June 20, 2023, subject to Mr. Rakin's continuing in service on the Issuer's board of directors through the vesting date.

F2 · ownership.nature: Granted to Kevin L. Rakin as non-employee member of the Issuer's board of directors.

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September 21, 2021 Filed Oct 5, 2023 20:43 UTC ELUTIA INC. ELUT · Entity 7342 PurchaseWarrants (right to buy) · Derivative 4,255,693 Not disclosed Strike: $1.43 Not disclosed
Disclosure

SEC source: 0001826279-23-000002 · primary_doc.xml · derivative · entry 2

HighCape Capital, L.P. · CIK 0001826279 · Director · 10% owner

Zuga Matt · CIK 0001790214 · Director · 10% owner

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP, LLC · CIK 0001819933 · 10% owner

HighCape Partners GP, L.P. · CIK 0001819932 · 10% owner

HIGHCAPE PARTNERS, L.P. · CIK 0001598046 · 10% owner

HIGHCAPE PARTNERS QP, L.P. · CIK 0001598026 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 4,255,693

Underlying: Class A Common Stock · 4,255,693 shares

Expires not disclosed

F1 · price: The reported securities are included within the 2,837,128 Units purchased by the reporting persons for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock (the "Common Stock") and one warrant to purchase one and one-half shares of Common Stock.

F5 · derivative.expiration_date: The warrant expires upon the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration of the issuer's CanGarooRM antibiotic-eluting biologic envelope or (b) September 21, 2028.

F6 · ownership.nature: Includes (i) 2,058,623 shares of Common Stock issuable upon exercise of a warrant held by HighCape Partners QP II, L.P.; (ii) 42,954 shares of Common Stock issuable upon exercise of a warrant held by HighCape Partners II, L.P; and (iii) 2,154,116 shares of Common Stock issuable upon exercise of a warrant held by Elutia PIPE Investment, LP.

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September 21, 2021 Filed Oct 5, 2023 20:43 UTC ELUTIA INC. ELUT · Entity 7342 PurchaseClass A Common Stock 2,837,128 Not disclosed Not disclosed
Disclosure

SEC source: 0001826279-23-000002 · primary_doc.xml · nonDerivative · entry 1

HighCape Capital, L.P. · CIK 0001826279 · Director · 10% owner

Zuga Matt · CIK 0001790214 · Director · 10% owner

RAKIN KEVIN · CIK 0001184421 · Director · 10% owner

HighCape Partners GP, LLC · CIK 0001819933 · 10% owner

HighCape Partners GP, L.P. · CIK 0001819932 · 10% owner

HIGHCAPE PARTNERS, L.P. · CIK 0001598046 · 10% owner

HIGHCAPE PARTNERS QP, L.P. · CIK 0001598026 · 10% owner

HighCape Partners QP II, L.P. · CIK 0001770972 · 10% owner

HighCape Partners GP II, LLC · CIK 0001957360 · 10% owner

HighCape Partners GP II, L.P. · CIK 0001957359 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 8,434,732

F1 · price: The reported securities are included within the 2,837,128 Units purchased by the reporting persons for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock (the "Common Stock") and one warrant to purchase one and one-half shares of Common Stock.

F2 · ownership.nature: Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 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; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 43,659 shares of Common Stock held of record by HighCape Partners II, L.P.; (vii) 2,092,392 shares of Common Stock held of record by HighCape Partners QP II, L.P.; and (viii) 1,436,077 shares of Common Stock held of record by Elutia PIPE Investment, LP.

F3 · ownership.nature: Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP 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 is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC.

F4 · ownership.nature: 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 by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.