C. Randal Mills - Jan 31, 2024 Form 4 Insider Report for ELUTIA INC. (ELUT)

Role: PRESIDENT AND CEO, Director
Signature: /s/ Jeffrey Hamet, Attorney-in-Fact for C. Randal Mills
Stock symbol: ELUT
Transactions as of: Jan 31, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/2/2024, 04:38 PM
Previous filing: Jun 23, 2023
Next filing: Jun 12, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ELUT	Restricted Stock Units	Award	$0	+89.9K		$0.00	89.9K	Jan 31, 2024	Class A Common Stock	89.9K		Direct	F1, F2
transaction	ELUT	Stock Option (Right to Buy)	Award	$0	+183K		$0.00	183K	Jan 31, 2024	Class A Common Stock	183K	$3.61	Direct	F3
transaction	ELUT	Restricted Stock Units	Disposed to Issuer	$0	-89.9K	-100%	$0.00^*	0	Jan 31, 2024	Class A Common Stock	89.9K		Direct	F1, F2
transaction	ELUT	Stock Option (Right to Buy)	Disposed to Issuer	$0	-183K	-100%	$0.00^*	0	Jan 31, 2024	Class A Common Stock	183K	$6.39	Direct	F3
transaction	ELUT	Stock Option (Right to Buy)	Award	$0	+488K		$0.00	488K	Jan 31, 2024	Class A Common Stock	488K	$3.61	Direct	F4
transaction	ELUT	Restricted Stock Units	Award	$0	+488K		$0.00	488K	Jan 31, 2024	Class A Common Stock	488K		Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Issuer Class A Common Stock.
F2	These transactions involved an amendment to outstanding restricted stock units, resulting in the cancellation of the "old" restricted stock units and the grant of a replacement restricted stock units. The restricted stock units originally vested in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $12.50, $17.00, $25.00 and $37.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date. The replacement restricted stock units vest in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date.
F3	These transactions involved an amendment to an outstanding option, resulting in the cancellation of the "old" option and the grant of a replacement option. The option originally vested in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $12.50, $17.00, $25.00 and $37.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date. The replacement option vests in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date.
F4	The option vests as to 162,500 shares in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date. The option vests as to 325,000 shares over three years, with the options vesting monthly beginning one month after the grant date.
F5	The restricted stock units vest as to 162,500 shares in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date; provided, however, if the vesting date for any restricted stock units that vest on stock performance is not during one of the Company's open trading windows, the vesting shall be delayed until the first business day of the next open trading window . The restricted stock units vest as to 325,000 shares as follows: 1/6 on June 10, 2024, and 1/12 quarterly on each of the following dates: September 10, 2024, December 10, 2024, March 10, 2025, June 10, 2025, September 10, 2025, December 10, 2025, March 10, 2026, June 10, 2026, September 10, 2026, and December 10, 2026.