SEC FORM 3

SEC Form 3

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^*

Cheshire MD Holdings, LLC

(Last)

(First)

(Middle)

C/O DAVITA INC.

2000 16TH STREET

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2021

3. Issuer Name and Ticker or Trading Symbol
Miromatrix Medical Inc. [ MIRO ]

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

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

5. If Amendment, Date of 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	933,334	⁽¹⁾	D⁽²⁾
Warrants	⁽³⁾	⁽³⁾	Series C Preferred Stock	240,000	⁽³⁾	D⁽²⁾
Convertible Promissory Note	⁽⁴⁾	⁽⁴⁾	Series C Preferred Stock	956,887	⁽⁴⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

Cheshire MD Holdings, LLC

(Last)

(First)

(Middle)

C/O DAVITA INC.

2000 16TH STREET

(Street)

DENVER

80202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAVITA INC.

(Last)

(First)

(Middle)

2000 16TH STREET

(Street)

DENVER

80202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series B-2 Preferred Stock will automatically convert into shares of Common Stock upon the closing of the Issuer's Initial Public Offering ("IPO").

2. As a result of DaVita Inc.'s ownership interest in Cheshire MD Holdings, LLC, DaVita Inc. may be deemed to have an indirect pecuniary interest in the shares held directly by Cheshire MD Holdings, LLC.

3. The Warrants will be exercised for 240,000 shares of Series C Preferred Stock immediately prior to the underwriting agreement being signed in connection with Issuer's IPO.

4. The Convertible Promissory Note will convert into 956,887 shares of Series C Preferred Stock immediately prior to the underwriting agreement being signed in connection with the Issuer's IPO.

Remarks:

	By: Cheshire MD Holdings, LLC Name: Steve Phillips Title: Vice President /s/ Steve Phillips	06/23/2021
	By: DaVita Inc. Name: Stephanie Berberich Title: Assistant Secretary /s/ Stephanie Berberich	06/23/2021
	** 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).
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