Elutia (ELUT) director gifts shares and updates trust, HighCape stakes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ELUTIA INC. director and ten percent owner Kevin Rakin, together with affiliated HighCape entities, reported internal share movements rather than market trades in Class A Common Stock. On June 1, a bona fide gift transferred 70,000 shares, leaving 126,120 shares held directly afterward. A separate 50,000-share transaction reflects a distribution by trusts to their beneficiaries without payment of consideration, with 272,419 shares then held indirectly through trusts. An additional 4,706,559 shares are reported as indirectly held through HighCape investment entities. Footnote disclosures state that Mr. Rakin and the HighCape reporting persons may be deemed to beneficially own these indirect holdings but each disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
70,000 shares gifted
Mixed
3 txns
Insider
RAKIN KEVIN, HighCape Partners GP II, LLC, HighCape Partners GP II, L.P., HighCape Partners QP II, L.P.
Role
null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock | 70,000 | $0.00 | -- |
| Other | Class A Common Stock | 50,000 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 126,120 shares (Direct, null);
Class A Common Stock — 272,419 shares (Indirect, By trusts)
Footnotes (1)
- Mr. Rakin caused a trust to distribute the reported securities to beneficiaries of the trust (for the avoidance of doubt, without payment of consideration by such beneficiaries). Mr. Rakin disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein. Includes: (i) 4,562,431 shares of Class A Common Stock held of record by HighCape Partners QP II, L.P.; and (ii) 144,128 shares owned by other HighCape entities that are not reporting persons hereunder, but over whom Mr. Rakin may be deemed to exercise beneficial ownership in his capacity as managing member of the general partner of such entity or as managing member of the general partner of the general partner of such entity. Mr. Rakin is the managing member of HighCape Partners GP II, LLC, which is the general partner of HighCape Partners GP II, L.P., which is the general partner of HighCape Partners QP II, L.P. and another HighCape entity that owns shares of record but is not a reporting person hereunder. In addition, Mr. Rakin is a managing member of the general partner of another HighCape entity that owns shares of record but is not a reporting person hereunder. Mr. Rakin, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners QP II, L.P. and the other entity for which HighCape Partners GP II, L.P. serves as general partner. Additionally, Mr. Rakin may be deemed to beneficially own the securities held by another HighCape entity by virtue of his serving as managing member of such entity's general partner. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons and the non-reporting persons referred to herein except to the extent of each reporting person's pecuniary interest therein, if any.
Key Figures
Gifted shares: 70,000 shares
Direct holdings after gift: 126,120 shares
Trust restructuring: 50,000 shares
+3 more
6 metrics
Gifted shares
70,000 shares
Bona fide gift of Class A Common Stock on June 1
Direct holdings after gift
126,120 shares
Shares held directly by Kevin Rakin after gift
Trust restructuring
50,000 shares
Trust distribution to beneficiaries without consideration
Trust holdings after distribution
272,419 shares
Indirectly held through trusts following the J-code transaction
HighCape indirect holdings
4,706,559 shares
Indirect Class A holdings via HighCape entities
Gift price per share
$0.0000 per share
Reported consideration for 70,000-share bona fide gift
Key Terms
bona fide gift, beneficial ownership, pecuniary interest, ten percent owner, +1 more
5 terms
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
beneficial ownership financial
"may be deemed to beneficially own the securities held by HighCape Partners QP II, L.P."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein"
ten percent owner financial
""is_ten_percent_owner": 1"
trusts financial
"nature_of_ownership": "By trusts""
A trust is a legal arrangement where one party (the trustee) holds and manages assets—like cash, stocks, property, or a pool of investments—on behalf of others (the beneficiaries). For investors it matters because trusts can package assets into a single, managed vehicle that may offer professional oversight, specific tax or estate benefits, and tradeable shares or units that change how you access, control, and receive income from those assets; think of it as a secure box managed for your financial benefit.
FAQ
Does this ELUTIA (ELUT) Form 4 show open-market buying or selling?
The Form 4 does not show open-market purchases or sales. It reports a bona fide gift of 70,000 shares and a 50,000-share trust distribution, plus updated indirect holdings through HighCape and trust structures, all at a reported price of zero per share.