Chief Technology Officer Kurtoglu Metin exercised 82,368 units of Common Stock at a strike of $1.41 and sold $1,438,038 worth of Common Stock (82,368 units at $17.46) (SEC Form 4)
$RNAC
Biotechnology: Pharmaceutical Preparations
Health Care
| 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
Cartesian Therapeutics, Inc. [ RNAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2024 | ||||||||||||||||||||||||||
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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 | 11/14/2024 | M | 25,900 | A | $1.41 | 76,933 | D | |||
| Common Stock | 11/14/2024 | S | 21,900 | D | $16.3308(1) | 55,033 | D | |||
| Common Stock | 11/14/2024 | S | 4,000 | D | $17.0639(2) | 51,033 | D | |||
| Common Stock | 11/15/2024 | M | 22,068 | A | $1.41 | 73,101 | D | |||
| Common Stock | 11/15/2024 | S | 22,068 | D | $17.1967(3) | 51,033 | D | |||
| Common Stock | 11/18/2024 | M | 34,400 | A | $1.41 | 85,433 | D | |||
| Common Stock | 11/18/2024 | S | 16,672 | D | $18.1869(4) | 68,761 | D | |||
| Common Stock | 11/18/2024 | S | 17,728 | D | $18.5824(5) | 51,033 | 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) | $1.41 | 11/14/2024 | M | 25,900 | (6) | 11/06/2026 | Common Stock | 25,900 | (7) | 187,920 | D | ||||
| Stock Option (Right to Buy) | $1.41 | 11/15/2024 | M | 22,068 | (6) | 11/06/2026 | Common Stock | 22,068 | (7) | 165,852 | D | ||||
| Stock Option (Right to Buy) | $1.41 | 11/18/2024 | M | 34,400 | (6) | 11/06/2026 | Common Stock | 34,400 | (7) | 131,452 | D | ||||
| Explanation of Responses: |
| 1. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $16.00 to $16.65. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $17.00 to $17.12. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $17.00 to $17.42. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $17.50 to $18.49. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $18.50 to $18.69. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The option was fully vested and exercisable upon the closing of the merger described in footnote 7. |
| 7. On November 13, 2023, the Issuer acquired the private Delaware corporation which was then known as Cartesian Therapeutics, Inc. ("Old Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. Options to purchase Old Cartesian common stock held by the reporting person were converted into options to purchase shares of the Issuer's Series A Preferred Stock in connection with the merger. On April 8, 2024, these options previously exercisable for shares of Series A Preferred Stock became exercisable solely for shares of the Issuer's Common Stock. |
| Remarks: |
| /s/ Matthew Bartholomae, Attorney-in-Fact for Metin Kurtoglu | 11/18/2024 | |
| ** 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. | ||