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SEC FORM 4 SEC Form 4
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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OMB Number: 3235-0287
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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*
SPRINGER TIMOTHY A
(Last) (First) (Middle)
36 WOODMAN ROAD
(Street)
CHESTNUT HILL MA 02467
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cartesian Therapeutics, Inc. [ RNAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2024
4. If Amendment, Date of 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
Rule 10b5-1(c) Transaction Indication

  
 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.
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
Series A Non-Voting Convertible Preferred Stock 04/08/2024 M 123,925.407 D (1) 0 D
Common Stock 04/08/2024 M 4,130,846 A (1) 4,379,899(2) D
Series A Non-Voting Convertible Preferred Stock 04/08/2024 M 24,785.081 D (1) 0 I See Footnote(3)
Common Stock 04/08/2024 M 826,169 A (1) 1,927,630(2) I See Footnote(3)
Common Stock 3,493(2) I By wife
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 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
Stock Option (Right to Buy) $19.656 (4) 01/01/2034 Common Stock 7,600(2) 7,600(2) D
Warrant (Right to Buy) $46.5 04/11/2022 04/11/2027 Common Stock 167,040(2) 167,040(2) I See Footnote
Explanation of Responses:
1. On March 27, 2024, the issuer held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the stockholders of the issuer approved a 1-for-30 reverse stock split (the "Reverse Stock Split") of the issuer's common stock ("Common Stock") and the conversion of the issuer's Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") into shares of Common Stock. On April 8, 2024, the conversion of the majority of the shares of Series A Preferred Stock occurred automatically (the "Automatic Conversion"). The remaining shares of Series A Preferred Stock remain subject to certain beneficial ownership limitations described in the issuer's filings with the Securities and Exchange Commission. At the time of the Automatic Conversion, all of the reporting person's shares of Series A Preferred Stock converted into shares of Common Stock.
2. On April 4, 2024, the issuer effected the "Reverse Stock Split". The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.
3. Held by TAS Partners LLC. The reporting person is the managing member of TAS Partners LLC. The reporting person disclaims beneficial ownership of the securities held by TAS Partners LLC except to the extent of his pecuniary interest therein, if any.
4. This award will vest in 36 equal monthly installments, so that it shall be fully vested on the third anniversary of the date of grant.
Remarks:
/s/ Matthew Bartholomae, Attorney-in-Fact for Timothy A. Springer 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.