| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Anteris Technologies Global Corp. [ AVR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/16/2024 | A(1) | 20,334 | A | (1) | 20,334 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option | $23.56(2) | 12/16/2024 | A(3) | 14,358 | (4) | 12/31/2027 | Common Stock | 14,358 | $0 | 14,358 | D | ||||
| Stock Option | $3.76(2) | 12/16/2024 | A(3) | 31,890 | (5) | 05/15/2029 | Common Stock | 31,890 | $0 | 31,890 | D | ||||
| Stock Option | $7.13(2) | 12/16/2024 | A(3) | 233,000 | (6) | 03/20/2025 | Common Stock | 233,000 | $0 | 233,000 | D | ||||
| Stock Option | $6.04(2) | 12/16/2024 | A(3) | 41,222 | (7) | 06/13/2027 | Common Stock | 41,222 | $0 | 41,222 | D | ||||
| Stock Option | $8.25(2) | 12/16/2024 | A(3) | 258,778 | (8) | 06/13/2027 | Common Stock | 258,778 | $0 | 258,778 | D | ||||
| Stock Option | $15.28(2) | 12/16/2024 | A(3) | 700,000 | (9) | 09/15/2028 | Common Stock | 700,000 | $0 | 700,000 | D | ||||
| Stock Option | $14.64(2) | 12/16/2024 | A(3) | 300,000 | (10) | 06/19/2029 | Common Stock | 300,000 | $0 | 300,000 | D | ||||
| Option | $18.46(2) | 12/16/2024 | A(3) | 4,167 | (11) | 05/31/2025 | Common Stock | 4,167 | $0(12) | 4,167 | D | ||||
| Explanation of Responses: |
| 1. Received in exchange for an equivalent number of ordinary shares of Anteris Technologies Ltd ("ATL") in connection with a series of reorganization transactions pursuant to which the Issuer received all of the issued and outstanding shares of ATL pursuant to a scheme of arrangement (the "Scheme") under Australian law between ATL and its shareholders under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the "Corporations Act"). On December 16, 2024, the effective date of the Scheme and the closing of the Issuer's U.S. initial public offering (the "Effective Date"), the closing price of the Issuer's common stock was $5.50 per share. |
| 2. Options are issued in AUD. Exercise prices have been translated into USD using the December 15, 2024 exchange rate, which was approximately A$1.00 to $0.64. |
| 3. Legacy awards originally issued by ATL that were assumed by the Issuer pursuant to a scheme of arrangement between ATL and its optionholders under Part 5.1 of the Corporations Act, effective on the Effective Date. |
| 4. The option vested in three equal annual installments beginning on December 31, 2018. |
| 5. The option vested in three equal annual installments beginning on December 31, 2019. |
| 6. The option vested in two equal installments on February 8, 2022 and June 24, 2022. |
| 7. The option vests in three equal annual installments beginning on December 31, 2022, subject to the Reporting Person's continued service. |
| 8. The option vests in three equal annual installments beginning on December 31, 2022, subject to the Reporting Person's continued service. |
| 9. The option vests in three equal annual installments beginning on September 15, 2024, subject to the Reporting Person's continued service. |
| 10. The option vests in three equal annual installments beginning on June 19, 2025, subject to the Reporting Person's continued service. |
| 11. The non-incentive plan option is vested and may be exercised until May 31, 2025. |
| 12. The options were issued on May 31, 2023 as free-attaching options relating to a share placement which occurred on February 15, 2023. |
| /s/ Matthew McDonnell, Attorney-in-Fact | 12/18/2024 | |
| ** 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. | ||