BRIAN G. ATWOOD - 25 Sep 2024 Form 4 Insider Report for CERO THERAPEUTICS HOLDINGS, INC. (CERO)

Role
Director
Signature
/s/ Brian Atwood
Issuer symbol
CERO
Transactions as of
25 Sep 2024
Net transactions value
-$1,002,000
Form type
4
Filing time
02 Oct 2024, 21:52:20 UTC
Previous filing
11 Jul 2024
Next filing
04 Dec 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CERO Common Stock Options Exercise +19,358,578 +7783% 19,607,313 25 Sep 2024 Atwood-Edminster Trust dtd 4-2-2000 F1, F2
holding CERO Common Stock 125,000 25 Sep 2024 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CERO Series A Convertible Preferred Stock Options Exercise $1,002,000 -1,002 -100% $1000.00 0 25 Sep 2024 Common Stock 19,358,578 Atwood-Edminster Trust dtd 4-2-2000 F1, F2
transaction CERO Stock Option (Right to Buy) Disposed to Issuer $0 -13,857 -100% $0.000000 0 30 Sep 2024 Common Stock 13,857 $5.28 Direct F3
transaction CERO Stock Option (Right to Buy) Disposed to Issuer $0 -1,317,956 -100% $0.000000 0 30 Sep 2024 Common Stock 1,317,956 $1.77 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 25, 2024, the Reporting Person converted an aggregate of 1,002 shares of Series A Preferred Stock into 19,358,578 shares of Common Stock. Each share of Series A Preferred Stock has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.
F2 The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.
F3 Represents the forfeiture of employee stock options in connection with the Reporting Person's resignation as Chief Executive Officer of the Issuer.