Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
(Amendment No. 1)*
| Angion Biomedica Corp. |
|
(Name of Issuer)
Common Stock |
|
(Title of Class of Securities)
03476J107 |
|
(CUSIP Number)
December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 03476J107 | 13G | Page 2 of 6 Pages |
| 1. |
NAME OF REPORTING PERSONS
EISA-ABC, LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) ¨ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | ||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
1,722,237* | |
| 6. |
SHARED VOTING POWER
0 | ||
| 7. |
SOLE DISPOSITIVE VOTING POWER
1,722,237* | ||
| 8. |
SHARED DISPOSITIVE VOTING POWER
0 | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,237 | ||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o | |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%** | ||
| 12. |
TYPE OF REPORTING PERSON
OO | ||
* Consists of shares of common stock, par value $0.01 per share (the “Common Stock”) of Angion Biomedica Corp., a Delaware corporation (the “Issuer”) held directly by the Reporting Person.
** Based on 30,113,703 shares of Common Stock issued and outstanding as of November 8, 2022, as reported by Issuer in its most recent Form 10-Q filed November 14, 2022.
| CUSIP No. 03476J107 | 13G | Page 3 of 6 Pages |
| Item 1(a). | Name of Issuer: |
| Angion Biomedica Corp. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 51 Charles Lindbergh Boulevard, Uniondale, NY 11553 | |
| Item 2(a). | Name of Person Filing: |
| This Schedule 13G is being filed by EISA-ABC, LLC (the “Reporting Person”). | |
| Item 2(b). | Address of Principal Business Office, or if None, Residence: |
|
41 Brayton Street Englewood, NJ 07631 | |
| Item 2(c). | Citizenship: |
| The Reporting Person is organized under the laws of the State of Delaware. | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, par value $0.01 per share (“Common Stock”) | |
| Item 2(e). | CUSIP Number: |
| 03476J107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| CUSIP No. 03476J107 | 13G | Page 4 of 6 Pages |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Reference is made to Items 5-9 and 11 and the footnotes thereto on page 2 of this Schedule 13G, which are incorporated by reference herein.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following o.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
| Not Applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
If a parent holding company or control person has filed this schedule, pursuant to § 240.13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an ex hibit stating the identification of the relevant subsidiary.
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. (See Item 5.)
| Not Applicable. |
| CUSIP No. 03476J107 | 13G | Page 5 of 6 Pages |
| Item 10. | Certifications. |
Not Applicable.
| CUSIP No. 03476J107 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2023
| EISA-ABC, LLC | ||
| By: | /s/ Shlomit A. Goldberg-Stein | |
| Shlomit A. Goldberg-Stein, Manager | ||