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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ross Jeffrey James
(Last) (First) (Middle)
6455 FLYING CLOUD DRIVE
SUITE 107
(Street)
EDEN PRAIRIE MN 55344
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Common Stock 12/12/2023 U 308,775(1) D (1)(2) 87,500 D
Common Stock(3) 12/13/2023 D 87,500 D (4) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $3.75 12/13/2023 D 41,250 (5) 03/01/2024 Common Stock 41,250 (5) 0 D
Employee Stock Option (right to buy) $3.75 12/13/2023 D 43,750 (5) 01/16/2025 Common Stock 43,750 (5) 0 D
Employee Stock Option (right to buy) $3.75 12/13/2023 D 33,688 (5) 01/01/2026 Common Stock 33,688 (5) 0 D
Employee Stock Option (right to buy) $3.75 12/13/2023 D 39,375 (5) 02/02/2027 Common Stock 39,375 (5) 0 D
Employee Stock Option (right to buy) $3.75 12/13/2023 D 100,000 (5) 03/03/2027 Common Stock 100,000 (5) 0 D
Employee Stock Option (right to buy) $3.75 12/13/2023 D 68,714 (5) 05/30/2028 Common Stock 68,714 (5) 0 D
Employee Stock Option (right to buy) $4.73 12/13/2023 D 1,500 (5) 01/03/2032 Common Stock 1,500 (5) 0 D
Employee Stock Option (right to buy) $4.2 12/13/2023 D 100,000 (5) 01/13/2032 Common Stock 100,000 (5) 0 D
Employee Stock Option (right to buy) $3.26 12/13/2023 D 100,000 (5) 01/13/2033 Common Stock 100,000 (5) 0 D
Explanation of Responses:
1. Shares tendered and accepted pursuant to the terms of an offer conducted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, United Therapeutics Corporation ("Parent") and Morpheus Subsidiary Inc., dated as of October 29, 2023, for consideration consisting of (i) $3.25 per share, payable in cash, without interest and less any required withholding taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR").
2. Each CVR entitles the reporting person to potentially receive contingent payments of up to an aggregate of $1.75 per CVR, without interest and less any required withholding taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement"), dated as of December 12, 2023, by and between Parent and Continental Stock Transfer & Trust Company.
3. Previously unvested restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's common stock.
4. In connection with the closing under the Merger Agreement, each outstanding RSU award was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to the RSU award multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such RSU award.
5. In connection with the closing under the Merger Agreement, each employee stock option (right to buy) was canceled in exchange for (i) an amount in cash, without interest and less any required withholding tax, equal to the product of (A) the excess of the amount of the Cash Consideration over the exercise price per share of such stock option and (B) the number of shares that were subject to such stock option, without regard to vesting, and (ii) a number of CVRs equal to the same number of shares that were subject to such stock option, provided, that the payment, if any, under each CVR shall be reduced by the amount by which the exercise price per share exceeds the amount of the Cash Consideration.
/s/ Steven C. Kennedy, Attorney-in-Fact 12/13/2023
** 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.
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.
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