SEC Form 4: Neithardt David William disposed of 157,287 shares and converted options into 157,287 shares
$OTRA
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OTR Acquisition Corp. [ OTRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 05/19/2022 | C | 157,287 | A | (1)(2) | 157,287 | I | See Footnote(3) | ||
| Class A Common Stock | 05/19/2022 | J | 157,287 | D | (4) | 0 | I | See Footnote(3) | ||
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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 | ||||||||
| Class B Common Stock | (1)(2) | 05/19/2022 | C | 157,287 | (1)(2) | (1)(2) | Class A Common Stock | 157,287 | (1)(2) | 0 | I | See Footnote(3) | |||
| Warrant | (5) | 05/19/2022 | J | 784,212 | (6) | (6) | Class A Common Stock | 784,212 | (5) | 0 | I | See Footnote(3) | |||
| Explanation of Responses: |
| 1. As described in the issuer's registration statement on Form S-1 (File No. 333-248093) (the "Registration Statement") under the heading "Description of Securities," the shares of Class B common stock, par value $0.0001 per share ("Class B Stock"), automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A Stock"), at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. |
| 2. (Continued from Footnote 1) On May 19, 2022, the issuer consummated its initial business combination (the "Business Combination") with Comera Life Sciences Holdings, Inc.. ("Holdco"), a Delaware corporation. In connection with the Business Combination, each share of Class B Stock converted into Class A Stock. |
| 3. The reporting person is the manager of Hammock Park Capital LLC. Beaumont Irrevocable Trust, of which the reporting person is a Trustee, owns 100% of Hammock Park Capital LLC. As such, the reporting person may be deemed to have beneficial ownership of such shares. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 4. In connection with the Business Combination, the reporting person exchanged its Class A Shares for 157,287 fully paid and non-assessable shares of common stock, par value U.S. $0.0001 per share, of Holdco Common Stock. |
| 5. In connection with the Business Combination, the reporting person exchanged each of its warrants to purchase shares of Class A Stock on a one for one basis for an aggregate of 784,212 warrants to purchase shares of Holdco Common Stock at a purchase price of $11.50 per share. |
| 6. The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination. |
| /s/ David William Neithardt | 05/19/2022 | |
| ** 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. | ||