Sec Form 4 Filing - Ferguson Matthew @ ELUTIA INC. - 2024-08-12

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ferguson Matthew 2. Issuer Name and Ticker or Trading Symbol ELUTIA INC. [ ELUT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF FINANCIAL OFFICER (Last) (First) (Middle) C/O ELUTIA INC., 12510 PROSPERITY DRIVE, SUITE 370 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2024 (Street) SILVER SPRING, MD20904 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 Class A Common Stock 08/12/2024 M 50,000 ( 1 ) A 307,823 D Class A Common Stock 08/12/2024 F 17,840 ( 3 ) D $ 2.84 289,983 D

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 Restricted Stock Units ( 2 ) 08/12/2024 M 50,000 ( 4 ) ( 4 ) Class A Common Stock 50,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferguson Matthew C/O ELUTIA INC. 12510 PROSPERITY DRIVE, SUITE 370 SILVER SPRING, MD20904 CHIEF FINANCIAL OFFICER Signatures /s/ Jeffrey Hamet, Attorney-in-Fact for Matthew Ferguson 08/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 3 )Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units. ( 4 )On January 31, 2024, the Reporting Person was granted 50,000 restricted stock units. The restricted stock units vested on the 10th business day following the clearance by the U.S. Food & Drug Administration ("FDA") of the Company's CanGarooRM antibiotic-eluting biologic envelope, unless such date is not during one of the Company's open trading windows, in which case such RSUs vested as of the first business day of the next open trading window. The CanGarooRM antibiotic-eluting biologic envelope, now known as EluPro, was cleared by the FDA on June 14, 2024 and the first business day of the next open trading window was August 12, 2024.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.