Statement of Changes in Beneficial Ownership (4)

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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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 * DST Capital LLC	2. Issuer Name and Ticker or Trading Symbol Biostage, Inc. [ BSTG ]	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) C/O BIOSTAGE, INC.,, 84 OCTOBER HILL ROAD, SUITE 11	3. Date of Earliest Transaction (MM/DD/YYYY) 9/1/2021
(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	9/1/2021		P		500000	A	$2.00 (1)	3650000	D
Common Stock								30722	I	Owned by sole member of reporting person

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)	$2.00	9/1/2021		P (1)		250000		9/1/2021	9/1/2026	Common Stock	250000	(1)	250000	D

Explanation of Responses:

(1)

On September 1, 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) 500,000 shares of the Issuer's common stock, $0.01 par value (collectively, the "Shares"); and (ii) warrants to purchase up to 250,000 shares of common stock with an exercise price of $2.00 per share (the "Warrants"). The aggregate subscription amount paid by the Reporting Person for the Shares and Warrants acquired by it pursuant to the Purchase Agreement was $1,000,000.

Remarks: This form has been signed under power of attorney

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

Signatures
/s/ Chad Porter, by power of attorney		9/9/2021
**Signature of Reporting Person		Date