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*
Cheshire MD Holdings, LLC

(Last) (First) (Middle)
C/O DAVITA INC.
2000 16TH STREET

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Miromatrix Medical Inc. [ MIRO ]
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)
06/23/2021
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
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
Warrants $7.5 06/23/2021 X 240,000 03/06/2020 06/28/2021 Series C Preferred Stock 240,000 $0 0 D(1)
Series C Preferred Stock (2) 06/23/2021 X 240,000 (2) (2) Common Stock 250,000 $0 240,000 D(1)
Series C Preferred Stock (2) 06/23/2021 S(3) 192,000 (2) (2) Common Stock 200,000 (3) 48,000 D(1)
Convertible Promissory Note $7.5 06/23/2021 X $7,176,652.5 03/06/2020 09/06/2021 Series C Preferred Stock 956,887 $0 0 D(1)
Series C Preferred Stock (2) 06/23/2021 X 956,887 (2) (2) Common Stock 996,757 $0 1,004,887 D(1)
1. Name and Address of Reporting Person*
Cheshire MD Holdings, LLC

(Last) (First) (Middle)
C/O DAVITA INC.
2000 16TH STREET

(Street)
DENVER CO 80202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DAVITA INC.

(Last) (First) (Middle)
2000 16TH STREET

(Street)
DENVER CO 80202

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. Each share of Series C Preferred Stock has no expiration date and will automatically convert into shares of Common Stock upon the closing of the Issuer's Initial Public Offering at a rate determined by dividing $7.50 by $7.20.
3. On June 23, 2021, Cheshire MD Holdings, LLC exercised the warrant to purchase 240,000 shares of the Issuer's Series C Preferred Stock for $7.50 a share. Pursuant to the terms of the warrant, Cheshire MD Holdings, LLC paid the exercise price on a cashless basis, resulting in the Issuer withholding 192,000 of the warrant shares to pay the exercise price and issuing to Cheshire MD Holdings, LLC the remaining 48,000 shares.
Remarks:
Exhibit 24 - Power of Attorney
By: Cheshire MD Holdings, LLC Name: Steve Phillips Title: Vice President /s/ Stephanie Berberich, Attorney-in-Fact 06/25/2021
By: DaVita Inc. Name: Stephanie Berberich Title: Assistant Corporate Secretary /s/ Stephanie Berberich 06/25/2021
** 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 4 (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.
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Document
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, Steve Phillips, hereby make, constitute and appoint each of Kathleen A. Waters, Samantha A. Caldwell, Stephanie N. Berberich and Ryan Fujikawa, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name in my capacity as Vice President or in other capacities of Cheshire MD Holdings, LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Cheshire MD Holdings, LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 25th day of June, 2021.
/s/ Steve Phillips
Steve Phillips