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*
Athyrium Opportunities III Co-Invest 1 LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIORA THERAPEUTICS, INC. [ BIOR ]
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)
01/03/2023
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
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
Series X Preferred Stock 01/03/2023 D 42,362(1)(2) D (2) 0 I See footnotes(3)(4)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Athyrium Opportunities III Co-Invest 1 LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Athyrium Opportunities III Acquisition LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Athyrium Opportunities III Acquisition 2 LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Athyrium Opportunities 2020 LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ferrell Jeffrey

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Athyrium Opportunities Associates Co-Invest LLC

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Athyrium Funds GP Holdings LLC

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Athyrium Opportunities Associates III LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Athyrium Opportunities Associates III GP LLC

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. On November 10, 2022, the Issuer's board of directors (the "Board") declared a dividend of one one-thousandth of a share of Series X Preferred Stock, par value $0.001 per share (the "Preferred Stock"), for each outstanding share of common stock to common stockholders of record at 5:00 p.m. Eastern Time on November 21, 2022, in a transaction exempt from Section 16 under Rule 16a-9. The shares of Preferred Stock were distributed on November 21, 2022. As a result, the Reporting Persons received the shares of Preferred Stock set forth above. The Preferred Stock was not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Issuer.
2. On January 3, 2023, in connection with the Issuer's reverse stock split for the common stock, the shares of Preferred Stock were redeemed automatically in accordance with the certificate of designation of the Preferred Stock. Each share of Preferred Stock was redeemed in consideration for the right to receive an amount equal to $0.001 in cash (rounded to the nearest cent) for each whole share of Preferred Stock.
3. 3,327 shares of Preferred Stock are directly owned by Athyrium Opportunities III Acquisition LP. 19,829 shares of Preferred Stock are directly owned by Athyrium Opportunities III Acquisition 2 LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition LP and Athyrium Opportunities III Acquisition 2 LP. Athyrium Funds GP Holdings LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings LLC and the President of Athyrium Opportunities Associates III GP LLC. 14,623 shares of Preferred Stock are directly held by Athyrium Opportunities III Co-Invest 1 LP. Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 LP.
4. (Continued from Footnote 3) Athyrium Funds GP Holdings LLC is the managing member of Athyrium Opportunities Associates Co-Invest LLC. Jeffrey A. Ferrell is the President of Athyrium Opportunities Associates Co-Invest LLC. 4,583 shares of Preferred Stock are directly owned by Athyrium Opportunities 2020 LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities 2020 LP.
5. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
Remarks:
/s/ Athyrium Opportunities III Co-Invest 1 LP, by Athyrium Opportunities Associates Co-Invest LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023
/s/ Athyrium Opportunities III Acquisition LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023
/s/ Athyrium Opportunities III Acquisition 2 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023
/s/ Athyrium Opportunities 2020 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023
/s/ Jeffrey A. Ferrell 01/05/2023
/s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023
/s/ Athyrium Funds GP Holdings LLC, by Jeffery A. Ferrell, Managing Member 01/05/2023
/s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023
/s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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