BIOS Fund I, LP Form 4 Filed 2023-06-23

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 ^*

Kreis Leslie W.

2. Issuer Name and Ticker or Trading Symbol
Azitra Inc [AZTR]

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)

C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2023

(Street)

FORT WORTH, TX 76107

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Notes	06/21/2023		S		77,953	D	⁽¹⁾	0	I	Directly held by Bios Fund III, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		P		197,701	A	⁽¹⁾	197,701	I	Directly held by Bios Fund III, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		P		69,880	A	$5	267,581	I	Directly held by Bios Fund III, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		137,186	A	⁽⁴⁾	404,767	I	Directly held by Bios Fund III, LP⁽²⁾⁽³⁾
Convertible Notes	06/21/2023		S		509,141	D	⁽¹⁾	0	I	Directly held by Bios Fund III QP, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		P		1,291,258	A	⁽¹⁾	1,291,258	I	Directly held by Bios Fund III QP, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		P		456,412	A	$5	1,747,670	I	Directly held by Bios Fund III QP, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		896,035	A	⁽⁴⁾	2,643,705	I	Directly held by Bios Fund III QP, LP⁽²⁾⁽³⁾
Convertible Notes	06/21/2023		S		82,223	D	⁽¹⁾	0	I	Directly held by Bios Fund III NT, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		P		208,531	A	⁽¹⁾	208,531	I	Directly held by Bios Fund III NT, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		P		73,708	A	$5	282,239	I	Directly held by Bios Fund III NT, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		144,705	A	⁽⁴⁾	426,944	I	Directly held by Bios Fund III NT, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		467,613	A	⁽⁵⁾	467,613	I	Directly held by Bios Fund I QP, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		799,467	A	⁽⁵⁾	799,467	I	Directly held by Bios Fund I, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		255,503	A	⁽⁶⁾	255,503	I	Directly held by Bios Fund II, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		57,747	A	⁽⁴⁾	313,250	I	Directly held by Bios Fund II, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		834,632	A	⁽⁶⁾	834,632	I	Directly held by Bios Fund II QP, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		188,810	A	⁽⁴⁾	1,023,442	I	Directly held by Bios Fund II QP, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		111,720	A	⁽⁶⁾	111,720	I	Directly held by Bios Fund II NT, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		25,280	A	⁽⁴⁾	137,000	I	Directly held by Bios Fund II NT, LP⁽²⁾⁽³⁾
Common Stock	06/21/2023		C		436,173	A	⁽⁶⁾	436,173	I	Directly held by Bios Azitra Co-Invest I, LP⁽²⁾⁽³⁾
Common Stock								91,022	I	Directly held by Circle K Invesco, LP⁽⁷⁾

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

Series B Convertible Preferred Stock

⁽⁴⁾

06/21/2023

123,718

⁽⁴⁾

Common Stock

123,718

$ 0

Directly held by Bios Fund III, LP⁽²⁾⁽³⁾

Series B Convertible Preferred Stock

⁽⁴⁾

06/21/2023

808,058

⁽⁴⁾

Common Stock

808,058

$ 0

Directly held by Bios Fund III QP, LP⁽²⁾⁽³⁾

Series B Convertible Preferred Stock

⁽⁴⁾

06/21/2023

130,498

⁽⁴⁾

Common Stock

130,498

$ 0

Directly held by Bios Fund III NT, LP⁽²⁾⁽³⁾

Series A Convertible Preferred Stock

⁽⁵⁾

06/21/2023

467,613

⁽⁵⁾

Common Stock

467,613

$ 0

Directly held by Bios Fund I QP, LP⁽²⁾⁽³⁾

Series A Convertible Preferred Stock

⁽⁵⁾

06/21/2023

799,467

⁽⁵⁾

Common Stock

799,467

$ 0

Directly held by Bios Fund I, LP⁽²⁾⁽³⁾

Series A-1 Convertible Preferred Stock

⁽⁶⁾

06/21/2023

232,908

⁽⁶⁾

Common Stock

232,908

$ 0

Directly held by Bios Fund II, LP⁽²⁾⁽³⁾

Series B Convertible Preferred Stock

⁽⁴⁾

06/21/2023

52,078

⁽⁴⁾

Common Stock

52,078

$ 0

Directly held by Bios Fund II, LP⁽²⁾⁽³⁾

Series A-1 Convertible Preferred Stock

⁽⁶⁾

06/21/2023

412,389

⁽⁶⁾

Common Stock

412,389

$ 0

Directly held by Bios Fund II QP, LP⁽²⁾⁽³⁾

Series B Convertible Preferred Stock

⁽⁴⁾

06/21/2023

170,272

⁽⁴⁾

Common Stock

170,272

$ 0

Directly held by Bios Fund II QP, LP⁽²⁾⁽³⁾

Series A-1 Convertible Preferred Stock

⁽⁶⁾

06/21/2023

101,842

⁽⁶⁾

Common Stock

101,842

$ 0

Directly held by Bios Fund II NT, LP⁽²⁾⁽³⁾

Series B Convertible Preferred Stock

⁽⁴⁾

06/21/2023

22,798

⁽⁴⁾

Common Stock

22,798

$ 0

Directly held by Bios Fund II NT, LP⁽²⁾⁽³⁾

Series A-1 Convertible Preferred Stock

⁽⁶⁾

06/21/2023

397,600

⁽⁶⁾

Common Stock

397,600

$ 0

Directly held by Bios Azitra Co-Invest I, LP⁽²⁾⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kreis Leslie W. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
Cavu Advisors, LLC C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
Cavu Management, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Fund I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Fund I QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
Bios Equity Partners, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Fund II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Fund II NT, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Fund II QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
Bios Equity Partners II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X

Explanation of Responses:

1.	The convertible note automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to $2.50 per share.
2.	Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I") and Bios Fund I QP, LP ("Bios Fund I QP"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Azitra Co-invest I, LP ("Bios Azitra Co-invest"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP.
3.	Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP. The shares owned by Bios Fund I, Bios Fund I QP, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Fund III, Bios Fund III QP, Bios Fund III NT and Bios Azitra Co-invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher share voting and investment control with respect to shares held by the Bios Equity Entities.
4.	Each share of Series B Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.11 per share, after making certain anti-dilution adjustments. The Series B Convertible Preferred Stock had no expiration date.
5.	Each share of Series A Convertible Preferred Stock automatically converted into one share of common stock of the Issuer upon the closing of the Issuer's IPO. The Series A Convertible Preferred Stock had no expiration date.
6.	Each share of Series A-1 Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.10 per share, after making certain anti-dilution adjustments. The Series A-1 Convertible Preferred Stock had no expiration date.
7.	Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control.

	Signatures
	/s/ Leslie W. Kreis, Jr	06/23/2023
	Cavu Advisors, LLC By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	Bios Fund I, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	Bios Fund I QP, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	Bios Equity Partners, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	Bios Fund II NT, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	Bios Equity Partners II, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager	06/23/2023
	** Signature of Reporting Person	Date
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