Sec Form 3 Filing - UNITED THERAPEUTICS Corp @ Miromatrix Medical Inc. - 2023-12-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person UNITED THERAPEUTICS Corp 2. Issuer Name and Ticker or Trading Symbol Miromatrix Medical Inc. [ MIRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1000 SPRING STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2023 (Street) SILVER SPRING, MD20910 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 27,419,228 ( 1 ) ( 2 ) ( 3 ) D ( 1 ) ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other UNITED THERAPEUTICS Corp 1000 SPRING STREET SILVER SPRING, MD20910 X Signatures /s/ John S. Hess, Jr., Executive Vice President, Deputy General Counsel, and Assistant Corporate Secretary 12/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 29, 2023 (the "Merger Agreement"), by and among United Therapeutics Corporation (the "Reporting Person"), a Delaware public benefit corporation, Morpheus Subsidiary Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person, and Miromatrix Medical Inc., a Delaware corporation (the "Issuer"), Purchaser conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.00001 per share ("Common Stock") of the Issuer, in exchange for (i) $3.25 per share in cash, plus (ii) one contractual contingent value right per share, representing the right to receive a contingent payment of $1.75 in cash upon the achievement of a specified milestone on or prior to December 31, 2025, in each case, without interest and less any required withholding taxes (collectively, the "Offer Consideration"). ( 2 )The tender offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023, at which time 22,876,102 shares of Common Stock were validly tendered and "received" (as defined in Section 251(h) of the Delaware General Corporation Law (the "DGCL")) by the Paying Agent and not validly withdrawn pursuant to the Offer. On December 12, 2023, Purchaser accepted for payment all such shares. ( 3 )On December 13, 2023, Purchaser merged with and into the Issuer, pursuant to Section 251(h) of the DGCL, with the Issuer surviving as a wholly owned subsidiary of the Reporting Person (the "Merger"). In the Merger, (i) each share of Common Stock (other than shares held in the treasury of the Issuer and shares irrevocably accepted for purchase pursuant to the Offer) was converted into the right to receive the Offer Consideration and (ii) the one share of common stock of Purchaser issued and outstanding immediately before the Merger was automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Issuer.

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