Form 4 for COCH Envoy Medical, Inc.
Accepted 2023-10-03 00:00:00 ET · period of report 2023-09-29 · accession 0001062993-23-018937 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-10-03 | 2023-09-29 | COCH | Anzu SPAC GP I LLC | 10% | J - Other | — | -490.0K | 2.00M | -20% | — |
| D | 2023-10-03 | 2023-09-29 | COCH | Anzu SPAC GP I LLC | 10% | C - Cnv Deriv | — | +2.49M | 2.49M | New | — |
| D | 2023-10-03 | 2023-09-29 | COCH | Anzu SPAC GP I LLC | 10% | D - Sale to Iss | $0.00 | -5.51M | 4.99M | -52% | $0 |
| D | 2023-10-03 | 2023-09-29 | COCH | Anzu SPAC GP I LLC | 10% | C - Cnv Deriv | $0.00 | -2.49M | 0 | -100% | $0 |
| DM | 2023-10-03 | 2023-09-29 | COCH | Anzu SPAC GP I LLC | 10% | J - Other | $0.00 | 0 | 2.50M | New | $0 |
| DI | 2023-10-03 | 2023-09-29 | COCH | Anzu SPAC GP I LLC | 10% | P - Purchase | $10.00 | +1.00M | 1.00M | New | +$10.00M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock, par value $0.0001 per share | 2023-09-29 | J | D | 490,000 | — | 2,000,000 | D | — | — | (F4) The Sponsor transferred an aggregate of 490,000 shares of Class A Common Stock to various third parties pursuant to (i) the extension support agreements between the Issuer, the Sponsor and several unaffiliated third parties and (ii) the side letter agreements between the Sponsor and certain institutional investors. (F5) 1,000,000 of these shares have vested. The remaining 1,000,000 shares remain unvested and subject to forfeiture, and will vest upon the U.S. Food and Drug Administration's approval of the Issuer's Acclaim cochlear implant device or upon a change of control of the Issuer. All 2,000,000 shares are subject to a contractual lock-up agreement and may only be transferred in accordance with the terms thereof. (F3) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 2 | Common | Class A Common Stock, par value $0.0001 per share | 2023-09-29 | C | A | 2,490,000 | — | 2,490,000 | D | — | — | (F2) (Continued from footnote 1) ...Prior to the Closing, Anzu SPAC GP I LLC (the "Sponsor") beneficially owned 10,500,000 shares of Class B Common Stock. In connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock and exchanged 2,500,000 shares of Class B Common Stock for an equal number of shares of Series A Preferred Stock, par value $0.0001 ("Series A Preferred Stock") in a private exchange offer. The Issuer's remaining 2,490,000 shares of Class B Common Stock automatically converted to an equal number of shares of Class A Common Stock upon the Closing. (F1) These shares were issued in connection with the automatic conversion of an equal number of shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), which converted to Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), upon the closing (the "Closing") of the business combination between Anzu Special Acquisition Corp. I and Envoy Medical Corporation (the "Business Combination").... (continued) (F3) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 3 | Derivative | Class B Common Stock, par value $0.0001 per share | 2023-09-29 | D | D | 5,510,000 | $0.00 | 4,990,000 | D | — · — to — | 5,510,000 Class A Common Stock, par value $0.0001 per share | (F9) On September 29, 2023, in connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock. (F3) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 4 | Derivative | Class B Common Stock, par value $0.0001 per share | 2023-09-29 | C | D | 2,490,000 | $0.00 | 0 | D | — · — to — | 2,490,000 Class A Common Stock, par value $0.0001 per share | (F10) On September 29, 2023, in connection with the Closing, each share of Class B Common Stock automatically converted into one share of Class A Common Stock. (F3) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 5 | Derivative | Class B Common Stock, par value $0.0001 per share | 2023-09-29 | J | D | 2,500,000 | $0.00 | 2,490,000 | D | — · — to — | 2,500,000 Class A Common Stock, par value $0.001 per share | (F8) On September 29, 2023, in connection with the Closing, an aggregate of 2,500,000 shares of Series A Preferred Stock were issued to the Sponsor in exchange for 2,500,000 shares of Class B Common Stock held by the Sponsor in a private exchange offer. (F3) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 6 | Derivative | Series A Preferred Stock, par value $0.0001 per share | 2023-09-29 | J | A | 2,500,000 | $0.00 | 2,500,000 | D | $11.50 · — to — | 2,173,913 Class A Common Stock, par value $0.0001 per share | (F8) On September 29, 2023, in connection with the Closing, an aggregate of 2,500,000 shares of Series A Preferred Stock were issued to the Sponsor in exchange for 2,500,000 shares of Class B Common Stock held by the Sponsor in a private exchange offer. (F3) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. (F6) These shares of Series A Preferred Stock have no expiration date. These shares of Series A Preferred Stock are subject to mandatory conversion into shares of Class A Common Stock at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate of Designation. In addition, holders of Series A Preferred Stock have the right, at any time at such preferred stockholder's option, to convert each share of Series A Preferred Stock to shares of Class A Common Stock based on the ratio determined by dividing the Original Issuance Price of $10.00 per share by the Conversion Price of $11.50 per share, subject to certain customary adjustments in the event of certain events affecting the price of the Class A Common Stock, such as stock splits and combinations, or the distribution of options, rights or warrants, as described in the Certificate of Designation. |
| 7 | Derivative | Series A Preferred Stock, par value $0.0001 per share | 2023-09-29 | P | A | 1,000,000 | $10.00 | 1,000,000 | I See footnote 6 | $11.50 · — to — | 869,565 Class A Common Stock, par value $0.0001 per share | (F7) On April 17, 2023, the Issuer entered into a subscription agreement with the Sponsor pursuant to which AICP III L.P., Anzu Industrial Capital Partners III, L.P. and Anzu Industrial Capital Partners III QP, L.P., each an affiliate of the Sponsor, paid an aggregate $10,000,000 in exchange for 1,000,000 shares of Series A preferred stock, par value $0.0001 per share ("Series A Preferred Stock"), which shares were issued to such affiliates on September 29, 2023. (F3) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. (F6) These shares of Series A Preferred Stock have no expiration date. These shares of Series A Preferred Stock are subject to mandatory conversion into shares of Class A Common Stock at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate of Designation. In addition, holders of Series A Preferred Stock have the right, at any time at such preferred stockholder's option, to convert each share of Series A Preferred Stock to shares of Class A Common Stock based on the ratio determined by dividing the Original Issuance Price of $10.00 per share by the Conversion Price of $11.50 per share, subject to certain customary adjustments in the event of certain events affecting the price of the Class A Common Stock, such as stock splits and combinations, or the distribution of options, rights or warrants, as described in the Certificate of Designation. |