SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Hart James C

(Last)

(First)

(Middle)

C/O CARMELL THERAPEUTICS CORPORATION

2403 SIDNEY STREET, SUITE 300

(Street)

PITTSBURGH

15203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALPHA HEALTHCARE ACQUISITION CORP III [ CTCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/14/2023		A		37,307	A	⁽¹⁾	37,307	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.79	07/14/2023		A		2,080		⁽²⁾	06/20/2027	Common Stock	2,080	⁽⁸⁾	2,080	D
Stock Option (right to buy)	$2.27	07/14/2023		A		5,318		⁽³⁾	07/19/2029	Common Stock	5,318	⁽⁸⁾	5,318	D
Stock Option (right to buy)	$2.27	07/14/2023		A		9,161		⁽⁴⁾	07/17/2030	Common Stock	9,161	⁽⁸⁾	9,161	D
Stock Option (right to buy)	$2.11	07/14/2023		A		109,937		⁽⁵⁾	09/23/2031	Common Stock	109,937	⁽⁸⁾	109,937	D
Stock Option (right to buy)	$2.11	07/14/2023		A		12,309		⁽⁶⁾	07/13/2032	Common Stock	12,309	⁽⁸⁾	12,309	D
Stock Option (right to buy)	$2.6	07/14/2023		A		12,309		⁽⁷⁾	12/15/2032	Common Stock	12,309	⁽⁸⁾	12,309	D

Explanation of Responses:

1. On July 14, 2023, Alpha Healthcare Acquisition Corp. III ("ALPA") consummated a business combination (the "Business Combination") by and among ALPA, Candy Merger Sub, Inc., a Delaware Corporation ("Merger Sub") and Carmell Regen Med Corporation, a Delaware corporation ("Legacy Carmell"), ALPA changed its name to "Carmell Therapeutics Corporation" and Merger Sub merged with and into Legacy Carmell. As part of the Business Combination, each share of common stock of Legacy Carmell was exchanged for 0.06154 shares of common stock of Carmell Therapeutics Corporation.

2. Options are fully vested and exercisable.

3. Options to purchase 5,318 shares of common stock of Legacy Carmell granted on July 19, 2019, which vest as follows: 25% vested on July 19, 2020, July 19, 2021 and July 19, 2022 and the remaining 25% will vest on July 19, 2023.

4. Options to purchase 9,161 shares of common stock of Legacy Carmell granted on July 17, 2020, which vest as follows: 25% vested on July 17, 2021, July 17, 2022 and July 17, 2023 and the remaining 25% becomes vested in 12 equal monthly installments thereafter, subject to continued service through each vesting date.

5. Options to purchase 109,937 shares of common stock of Legacy Carmell granted on September 23, 2021, which vest as follows: 25% vested on September 23, 2022 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.

6. Options to purchase 12,309 shares of common stock of Legacy Carmell granted on July 13, 2022, which vest as follows: 25% vested on July 13, 2023 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.

7. Options to purchase 12,309 shares of common stock of Legacy Carmell granted on December 15, 2022, which vest as follows: 25% vested on December 15, 2023 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.

8. As part of the Business Combination, each Legacy Carmell stock option was exchanged for a stock option to acquire 0.06154 shares of common stock of Carmell Therapeutics Corporation.

	/s/ Randolph W. Hubbell, Attorney-in-Fact	07/18/2023
	** 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).
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SEC Form 4 filed by Hart James C