HighCape Partners QP II, L.P. Form 4 Filed 2022-12-28

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

HighCape Partners GP II, LLC

2. Issuer Name and Ticker or Trading Symbol
AZIYO BIOLOGICS, INC. [AZYO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

36 CHURCH LANE

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2022

(Street)

WESTPORT, CT 06880

(City)

(State)

(Zip)

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

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$3.8

12/22/2022

17,533

⁽¹⁾

12/21/2032

Class A Common Stock

17,533

$ 0

17,533

See footnote⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HighCape Partners GP II, LLC 36 CHURCH LANE WESTPORT, CT 06880		X
HighCape Partners GP II, L.P. 36 CHURCH LANE WESTPORT, CT 06880		X
HighCape Partners QP II, L.P. 36 CHURCH LANE WESTPORT, CT 06880		X
HighCape Partners II, L.P. 36 CHURCH LANE WESTPORT, CT 06880		X

Explanation of Responses:

1.	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.
2.	Granted to Kevin L. Rakin as non-employee member of the Issuer's board of directors.
Remarks: Due to the limitations of the electronic filing system, each 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 and Kevin L. Rakin filed on a separate Form 4 dated December 27, 2022.

	Signatures
	HighCape Partners GP II, LLC By: /s/ W. Matthew Zuga Name: W. Matthew Zuga Title: Managing Member	12/28/2022
	HighCape Partners II, L.P. By: HighCape Partners GP II, L.P., its general partner By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga Name: W. Matthew Zuga Title: Managing Member	12/28/2022
	HighCape Partners QP II, L.P. By: HighCape Partners GP II, L.P., its general partner By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga Name: W. Matthew Zuga Title: Managing Member	12/28/2022
	HighCape Partners GP II, L.P. By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga Name: W. Matthew Zuga Title: Managing Member	12/28/2022
	** Signature of Reporting Person	Date
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