SEC Filing | Azitra, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Fletcher Aaron G.L.

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

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)

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

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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								13,106	I	Directly held by KF Legacy Trust⁽⁷⁾
Common Stock								13,106	I	Directly held by MF Legacy Trust⁽⁷⁾
Common Stock								135,808	D

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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽⁴⁾	06/21/2023		C			123,718	⁽⁴⁾	⁽⁴⁾	Common Stock	123,718	$0	0	I	Directly held by Bios Fund III, LP⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	06/21/2023		C			808,058	⁽⁴⁾	⁽⁴⁾	Common Stock	808,058	$0	0	I	Directly held by Bios Fund III QP, LP⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	06/21/2023		C			130,498	⁽⁴⁾	⁽⁴⁾	Common Stock	130,498	$0	0	I	Directly held by Bios Fund III NT, LP⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽⁵⁾	06/21/2023		C			467,613	⁽⁵⁾	⁽⁵⁾	Common Stock	467,613	$0	0	I	Directly held by Bios Fund I QP, LP⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽⁵⁾	06/21/2023		C			799,467	⁽⁵⁾	⁽⁵⁾	Common Stock	799,467	$0	0	I	Directly held by Bios Fund I, LP⁽²⁾⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	06/21/2023		C			232,908	⁽⁶⁾	⁽⁶⁾	Common Stock	232,908	$0	0	I	Directly held by Bios Fund II, LP⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	06/21/2023		C			52,078	⁽⁴⁾	⁽⁴⁾	Common Stock	52,078	$0	0	I	Directly held by Bios Fund II, LP⁽²⁾⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	06/21/2023		C			412,389	⁽⁶⁾	⁽⁶⁾	Common Stock	412,389	$0	0	I	Directly held by Bios Fund II QP, LP⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	06/21/2023		C			170,272	⁽⁴⁾	⁽⁴⁾	Common Stock	170,272	$0	0	I	Directly held by Bios Fund II QP, LP⁽²⁾⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	06/21/2023		C			101,842	⁽⁶⁾	⁽⁶⁾	Common Stock	101,842	$0	0	I	Directly held by Bios Fund II NT, LP⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	06/21/2023		C			22,798	⁽⁴⁾	⁽⁴⁾	Common Stock	22,798	$0	0	I	Directly held by Bios Fund II NT, LP⁽²⁾⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	06/21/2023		C			397,600	⁽⁶⁾	⁽⁶⁾	Common Stock	397,600	$0	0	I	Directly held by Bios Azitra Co-Invest I, LP⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Fletcher Aaron G.L.

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Capital Management, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Advisors GP, LLC

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund III, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund III QP, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund III NT, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Equity Partners III, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Azitra Co-Invest I, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

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 in a trust for the benefit of Mr. Fletcher's children. Mr. Fletcher and his spouse serve as the trustees of the trust.

Remarks:

This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. The first Form 4 was filed by Leslie W. Kreis as the designated filer.

	/s/ Aaron G.L. Fletcher	06/23/2023
	Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	06/23/2023
	Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager	06/23/2023
	Bios Fund III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	06/23/2023
	Bios Fund III QP, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	06/23/2023
	Bios Fund III NT, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	06/23/2023
	Bios Equity Partners III, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	06/23/2023
	Bios Azitra Co-invest I, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	06/23/2023
	** Signature of Reporting Person	Date
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