HART NYLI Healthy Hearts ETF

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 OF SECURITIES                                                                                   
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * GREEN DAVID	2. Issuer Name and Ticker or Trading Symbol Biostage, Inc. [ BSTG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Interim CEO
(Last)          (First)          (Middle) C/O BIOSTAGE, INC.,, 84 OCTOBER HILL ROAD, SUITE 11	3. Date of Earliest Transaction (MM/DD/YYYY) 11/26/2021
(Street) HOLLISTON, MA 01746 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	11/26/2021		P		72464	A	$3.45 (1)	95516	D
Common Stock								16468	I	2018 Biostage GRAT

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Warrant (right to buy)	$3.45	11/26/2021		P (1)		36232		11/26/2021	11/26/2026	Common Stock, par value $0.01 per share	36232	(1)	36232	D
Stock Option (right to buy)	$2.40	11/26/2021		A		374094		(2)	11/26/2031	Common Stock, par value $0.01 per share	374094	$0	374094	D

Explanation of Responses:
(1)	On November 26, 2021, the Issuer and the Reporting Person entered into a securities purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired from the Issuer in a private placement: (i) 72,464 shares of the Issuer's common stock, $0.01 par value (collectively, the "Shares"); and (ii) a warrant to purchase up to 36,232 shares of common stock with an exercise price of $2.00 per share (the "Warrant"). The aggregate subscription amount paid by the Reporting Person for the Shares and Warrant acquired by it pursuant to the Purchase Agreement was $250,000.
(2)	Subject to continued employment or service through the applicable vesting dates, (i) 106,884 shares will vest monthly in twelve equal monthly installments on each monthly anniversary of November 26, 2021, and (ii) up to 267,210 shall vest in three increments, two for 80,163 shares each and the third for 106,884 shares, each such vesting subject to certain performance milestones set by the Board of Directors of the Issuer.

Remarks: This form has been signed under power of attorney.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREEN DAVID C/O BIOSTAGE, INC., 84 OCTOBER HILL ROAD, SUITE 11 HOLLISTON, MA 01746	X		Interim CEO

Signatures
/s/ Chad Porter, by power of attorney		11/30/2021
**Signature of Reporting Person		Date