Michael Singer - 22 Dec 2023 Form 4 Insider Report for Cartesian Therapeutics, Inc. (RNAC)

Role
Director, 10%+ Owner
Signature
/s/ Matthew Bartholomae, Attorney-in-Fact for Michael Singer
Issuer symbol
RNAC
Transactions as of
22 Dec 2023
Net transactions value
$0
Form type
4
Filing time
04 Jan 2024, 17:12:27 UTC
Previous filing
15 Nov 2023
Next filing
10 Apr 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RNAC Common Stock Award $0 +178,000 +162% $0.000000 288,123 02 Jan 2024 Direct F1
holding RNAC Common Stock 197,663 22 Dec 2023 by trust F2
holding RNAC Common Stock 49,555 22 Dec 2023 as custodian F3
holding RNAC Common Stock 49,555 22 Dec 2023 as custodian F4
holding RNAC Common Stock 3,670 22 Dec 2023 by trust F5
holding RNAC Common Stock 29,212 22 Dec 2023 by trust F6
holding RNAC Common Stock 7,616 22 Dec 2023 by spouse F7

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 RNAC Stock Option (Right to Buy) Award $0 +228,000 $0.000000 228,000 02 Jan 2024 Common Stock 228,000 $0.6552 Direct F8
transaction RNAC Series A Convertible Preferred Stock Gift $0 -3,000 -48% $0.000000 3,305 22 Dec 2023 Common Stock 3,000,000 Direct F9, F10
holding RNAC Series A Convertible Preferred Stock 6,305 22 Dec 2023 Common Stock 6,304,559 by trust F2, F9
holding RNAC Series A Convertible Preferred Stock 11,316 22 Dec 2023 Common Stock 11,316,263 by trust F6, F9
holding RNAC Series A Convertible Preferred Stock 1,672 22 Dec 2023 Common Stock 1,672,389 by trust F6, F9
holding RNAC Series A Convertible Preferred Stock 210 22 Dec 2023 Common Stock 210,152 by trust F5, F9
holding RNAC Series A Convertible Preferred Stock 2,837 22 Dec 2023 Common Stock 2,837,052 as custodian F3, F9
holding RNAC Series A Convertible Preferred Stock 2,837 22 Dec 2023 Common Stock 2,837,052 as custodian F4, F9
holding RNAC Series A Convertible Preferred Stock 436 22 Dec 2023 Common Stock 436,066 by spouse F7, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit represents a contingent right to receive one share of common stock, which will vest in three equal annual installments so that the underlying shares will be fully vested on January 2, 2027.
F2 Shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of the trust.
F3 The shares are held for LS, the child of the reporting person, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which the reporting person serves as custodian.
F4 The shares are held for SS, the child of the reporting person, through a custodial account established pursuant to the UTMA for which the reporting person serves as custodian.
F5 Shares are held in a trust for which the reporting person is a beneficiary. The reporting person's spouse is a trustee of the trust.
F6 Shares are held in a trust for which the reporting person is a beneficiary. The reporting person is a trustee of the trust.
F7 Shares are held by the reporting person's spouse.
F8 This award will vest in 36 equal monthly installments, so that it shall be fully vested on the third anniversary of the date of grant.
F9 Following the approval by the Stockholders of the conversion of the Series A Non-Voting Convertible Preferred Stock of the Company ("Series A Preferred Stock") into shares of common stock of the Company ("Common Stock"), each share of Series A Preferred Stock will be convertible into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.
F10 Bona fide gift to Yale University.

Remarks:

Exhibit 24 - Power of Attorney