| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/09/2024 |
3. Issuer Name and Ticker or Trading Symbol
Cartesian Therapeutics, Inc. [ RNAC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 18,273(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 04/25/2031 | Common Stock | 57,019 | 3.3(3) | D | |
| Stock Option (Right to Buy) | (4) | 01/25/2032 | Common Stock | 14,254 | 3.3(3) | D | |
| Stock Option (Right to Buy) | (5) | 01/01/2034 | Common Stock | 23,433 | 19.656 | D | |
| Explanation of Responses: |
| 1. Each Restricted Stock Unit represents a contingent right to receive one share of the issuer's common stock ("Common Stock"), which will vest as to 25% on January 2, 2025. The remainder of the underlying shares will vest in three equal annual installments thereafter so that the underlying shares will be fully vested on January 2, 2028. |
| 2. These options are currently exercisable for 42,764 shares of Common Stock and become exercisable for an additional 14,255 shares of Common Stock on March 22, 2025. |
| 3. 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 Common Stock in connection with the acquisition. |
| 4. These options are fully exercisable for 14,254 shares of Common Stock. |
| 5. These options vest as to 25% on January 2, 2025. The remainder of the underlying shares will vest in three equal annual installments thereafter so that the underlying shares will be fully vested on January 2, 2028. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Matthew Bartholomae, Attorney-in-Fact for Emily English | 04/19/2024 | |
| ** 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 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). | ||
| 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. | ||
LIMITED POWER OF ATTORNEY FOR SEC REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Matthew Bartholomae, Sabrina Tompkins, and Mark Walko, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID Application and/or Passphrase Update Application or any other application materials to enable the undersigned to gain or maintain access to the Electronic Data Gathering, Analysis and Retrieval system of the SEC; (2) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact’s discretion; (3) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer of Cartesian Therapeutics, Inc. (the “Company”), Forms 3, 4, 5, and 144 (including any amendments thereto) and Schedules 13D and 13G (including any amendments thereto); (4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Forms or Schedules, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such Forms or Schedules with the SEC and any stock exchange or similar authority; and (5) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s
responsibilities to comply with SEC filing obligations. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirements of SEC rules or (ii) any liability of the undersigned for any failure to comply with such requirements. This Limited Power of Attorney shall remain in full force and effect until such time as it is revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. [Signature page follows.]
[Signature Page to Power of Attorney] IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 12th day of April, 2024. /s/ Emily English Ph.D. Emily English, Ph.D.