SEC Filing - Cartesian Therapeutics, Inc

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Hoge Elizabeth

(Last)

(First)

(Middle)

C/O CARTESIAN THERAPEUTICS, INC.

704 QUINCE ORCHARD RD

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2023

3. Issuer Name and Ticker or Trading Symbol
Cartesian Therapeutics, Inc. [ RNAC ]

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,303,699	I	as trustee⁽¹⁾
Common Stock	257,739	I	by spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Non-Voting Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	189,756,394	⁽²⁾	I	as trustee⁽¹⁾
Series A Non-Voting Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	14,755,609	⁽²⁾	I	by spouse

1. Name and Address of Reporting Person^*

Hoge Elizabeth

(Last)

(First)

(Middle)

C/O CARTESIAN THERAPEUTICS, INC.

704 QUINCE ORCHARD RD

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Seven One Eight Three Four Irrevocable Trust

(Last)

(First)

(Middle)

C/O CARTESIAN THERAPEUTICS, INC.

704 QUINCE ORCHARD RD

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares are owned directly by Seven One Eight Three Four Irrevocable Trust (the "Trust"). The reporting person is a trustee and beneficiary of the Trust.

2. Following the approval by the stockholder of the issuer of the conversion of the Series A Non-Voting Convertible Preferred Stock of the issuer ("Series A Preferred Stock") into shares of common stock of the issuer ("Common Stock"), each share of Series A Preferred Stock will be convertible into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

	/s/ Elizabeth Hoge	11/17/2023
	/s/ Elizabeth Hoge	11/17/2023
	** 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 5 (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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