Baron Caryl acquired 15,070 shares and was granted 20,293 shares, increasing direct ownership by 34% to 139,872 units (SEC Form 4)
$LMAO
Consumer Electronics/Appliances
Industrials
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SeaStar Medical Holding Corp [ ICU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/22/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Common Stock, par value $0.0001 per share | 09/22/2023 | J(1) | 15,070(1) | A | $0 | 119,579(2) | D | |||
| Common Stock, par value $0.0001 per share | 11/29/2023 | A | 20,293(3) | A | $0 | 139,872(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| Stock Option (Right to Buy) | $1.84 | (4) | 04/06/2033 | Common Stock | 16,621 | 16,621 | D | ||||||||
| Stock Option (Right to Buy) | $10 | (5) | 03/20/2030 | Common Stock | 4,796 | 4,796 | D | ||||||||
| Stock Option (Right to Buy) | $0.55 | (6) | 01/01/2031 | Common Stock | 19,685 | 19,685 | D | ||||||||
| Explanation of Responses: |
| 1. Represents fully vested shares of common stock issued to the Reporting Person pursuant to the Issuer's equity incentive plan. The securities reported in this transaction were initially withheld by the Issuer to satisfy tax withholding obligations. The Issuer subsequently elected to satisfy the withholding obligations through an alternative method and returned these shares to the Reporting Person. |
| 2. Due to rounding errors, (i) the Form 4 filed for the Reporting Person on August 17, 2023 inadvertently understated the number of shares of Common Stock issued to the Reporting Person on August 15, 2023 by 1 share, (ii) the Form 4 filed for the Reporting Person on September 12, 2023 inadvertently understated the number of shares of Common Stock issued to the Reporting Person on August 31, 2023 by 1 share, and (iii) the Form 4 filed for the Reporting Person on September 19, 2023 inadvertently understated the number of shares of Common Stock issued to the Reporting Person on September 15, 2023 by 1 share. These errors have been corrected on this Form 4. |
| 3. The securities reported in this transaction were issued to the Reporting Person in lieu of cash compensation previously approved by the Compensation Committee. |
| 4. All options reported herein will vest, subject to continued service, on April 6, 2024, the first anniversary of the date of grant. |
| 5. The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from March 30, 2020 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36)-month period measured from March 30, 2021. |
| 6. The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2021 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36)-month period measured from January 1, 2022. |
| /s/ Eric Schlorff, as attorney-in-fact | 11/29/2023 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||