Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Shukla Rajiv
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2. Issuer Name and Ticker or Trading Symbol
Carmell Corp [CTCX]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chairman and CEO /
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(Last)
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(First)
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(Middle)
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C/O CARMELL CORPORATION , 2403 SIDNEY STREET, SUITE 300
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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PITTSBURGH
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PA
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15203
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Shukla Rajiv
C/O CARMELL CORPORATION
2403 SIDNEY STREET, SUITE 300
PITTSBURGH, PA15203
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Chairman and CEO
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Signatures
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/s/ Rajiv Shukla
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2024-08-08
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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AHAC Sponsor III LLC (the "Sponsor") is the record holder of these shares and reported the ownership of these shares on Form 3 filed with the SEC on July 26, 2021. The Reporting Person is the managing member of the Sponsor and may be deemed the beneficial owner of the shares held by the Sponsor. The Reporting Person filed a Form 3 related to its indirect beneficial ownership of these shares on July 26, 2021. The Reporting Person disclaims beneficial ownership over any securities in which he does not have a pecuniary interest.
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(2)
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Options to purchase 450,000 shares of common stock of Carmell Corporation were granted on July 26, 2024 and vest as follows: 25% vested on July 26, 2025 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.
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(3)
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Includes options to purchase 426,878 shares of common stock of Carmell Corporation that were granted on October 9, 2023 and vest as follows: 25% vest on October 9, 2024 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.
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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.
Carmell Corporation