Cartesian Therapeutics Inc.

11/18/2024 | Press release | Distributed by Public on 11/18/2024 18:24

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jewell Christopher M
2. Issuer Name and Ticker or Trading Symbol
Cartesian Therapeutics, Inc. [RNAC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(Last) (First) (Middle)
C/O CARTESIAN THERAPEUTICS, INC., 7495 NEW HORIZON WAY 		3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024
(Street)
FREDERICK, MD 21703 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/14/2024 M 36,050 A $3.23 61,990 D
Common Stock 11/14/2024 S 18,550 D $16.341(1) 43,440 D
Common Stock 11/14/2024 S 17,500 D $17.0185(2) 25,940 D
Common Stock 11/15/2024 M 16,065 A $3.23 42,005 D
Common Stock 11/15/2024 S 16,065 D $17.0615(3) 25,940 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $3.23 11/14/2024 M 36,050 (4) 01/15/2033 Common Stock 36,050 (5) 106,497 D
Stock Option (Right to Buy) $3.23 11/15/2024 M 16,065 (4) 01/15/2033 Common Stock 16,065 (5) 90,432 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jewell Christopher M
C/O CARTESIAN THERAPEUTICS, INC.
7495 NEW HORIZON WAY
FREDERICK, MD 21703 		Chief Scientific Officer

Signatures

/s/ Matthew Bartholomae, Attorney-in-Fact for Christopher Jewell 11/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 $16.89. 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 $17.18. 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 $17.24. 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 option is currently exercisable for 123,235 shares of Common Stock and becomes exercisable for an additional 2,969 shares of Common Stock each month until it is fully exercisable on June 16, 2025.
(5) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.