| 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
Cartesian Therapeutics, Inc. [ RNAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/08/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/08/2024 | C | 2,926,764 | A | (1) | 3,036,887 | I | as trustee(2) | ||
| Common Stock | 04/08/2024 | C | 491,853 | A | (1) | 506,377 | I | by spouse | ||
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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 | ||||||||
| Series A Non-Voting Convertible Preferred Stock | (1) | 04/08/2024 | C | 87,802.95 | (1) | (1) | Common Stock | 2,926,764 | $0 | 101,953.444 | I | by trust(2) | |||
| Series A Non-Voting Convertible Preferred Stock | (1) | 04/08/2024 | C | 14,755.609 | (1) | (1) | Common Stock | 491,853 | $0 | 0 | I | by spouse | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Following the approval by the stockholders 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 automatically converted into 33-1/3 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. |
| 2. 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. |
| Remarks: |
| Exhibits 24.1 and 24.2 filed herewith. |
| /s/ Murat Kalayoglu, Authorized Person | 04/10/2024 | |
| /s/ Murat Kalayoglu, Authorized Person | 04/10/2024 | |
| ** 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. | ||
Exhibit 3
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated Murat Kalayoglu to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Cartesian Therapeutics, Inc., a Delaware corporation. The authority of Murat Kalayoglu under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned's ownership of or transactions in securities of Cartesian Therapeutics, Inc., a Delaware corporation, unless earlier revoked in writing. The undersigned acknowledges that Murat Kalayoglu is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.
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Dated: November 22, 2023 |
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/s/ Elizabeth Hoge |
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Elizabeth Hoge |
Exhibit 2
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated Murat Kalayoglu to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Cartesian Therapeutics, Inc., a Delaware corporation. The authority of Murat Kalayoglu under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned's ownership of or transactions in securities of Cartesian Therapeutics, Inc., a Delaware corporation, unless earlier revoked in writing. The undersigned acknowledges that Murat Kalayoglu is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.
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Dated: November 22, 2023 |
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SEVEN ONE EIGHT THREE FOUR IRREVOCABLE TRUST |
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By: |
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/s/ Sinan Kalayoglu |
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Sinan Kalayoglu, Trustee |
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