FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/04/2021 |
3. Issuer Name and Ticker or Trading Symbol
Angion Biomedica Corp. [ ANG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 386,664(1) | D | |
Common Stock | 155,581(1) | I | Trust(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (3) | 02/13/2030 | Common Stock | 38,895(1) | $9.52(1) | D | |
Convertible Promissory Note | (4) | (4) | Common Stock | 18,718(1) | $11.57(1) | D | |
Convertible Promissory Note | (5) | (5) | Common Stock | 50,060(1) | $11.57(1) | D | |
Warrant to Purchase Common Stock | (6) | 07/05/2028 | Common Stock | 351,101(1) | $6.42(7) | D | |
Warrant to Purchase Common Stock | (6) | 08/31/2023 | Common Stock | 92,888(1) | $8.03(7) | D |
Explanation of Responses: |
1. Reflects a 1-to-1.55583 stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement. |
2. Victor F. Ganzi 2012 GST Family Trust. |
3. One thirty-six (1/36th) of the shares subject to the option will vest on each monthly anniversary measured from April 1, 2020 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the third anniversary of the Vesting Commencement Date. |
4. The convertible promissory note has a maturity date of May 28, 2021, and the principal and accrued interest will convert immediately prior to the consummation of the IPO into Common Stock at a conversion price equal to $11.57 per share. |
5. The convertible promissory note has a maturity date of August 21, 2021, and the principal and accrued interest will convert immediately prior to the consummation of the IPO into Common Stock at a conversion price equal to $11.57 per share. |
6. The warrants to acquire Common Stock shall automatically net exercise immediately prior to the consummation of the IPO at the public offering price. |
7. The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares of common stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price. |
/s/ Jennifer J. Rhodes, as attorney-in fact for Victor F. Ganzi | 02/04/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |