Form 4 - Statement of changes in beneficial ownership of securities

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Singer Michael

(Last)

(First)

(Middle)

C/O CARTESIAN THERAPEUTICS, INC.

704 QUINCE ORCHARD ROAD

(Street)

GAITHERSBURG

20878

(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	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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/08/2024		M		110,151	A	⁽¹⁾	119,754⁽²⁾	D
Common Stock	04/08/2024		M		377,208	A	⁽¹⁾	383,796⁽²⁾	I	by trust⁽³⁾
Common Stock	04/08/2024		M		55,746	A	⁽¹⁾	56,719⁽²⁾	I	by trust⁽⁴⁾
Common Stock	04/08/2024		M		7,005	A	⁽¹⁾	7,127⁽²⁾	I	by trust⁽⁵⁾
Common Stock	04/08/2024		M		14,535	A	⁽¹⁾	14,788⁽²⁾	I	by spouse⁽⁶⁾
Common Stock	04/08/2024		M		94,568	A	⁽¹⁾	96,219⁽²⁾	I	as custodian⁽⁷⁾
Common Stock	04/08/2024		M		94,568	A	⁽¹⁾	96,219⁽²⁾	I	as custodian⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	04/08/2024		M			3,304.559	⁽¹⁾	⁽¹⁾	Common Stock	110,151⁽²⁾	⁽¹⁾	0	D
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	04/08/2024		M			11,316.263	⁽¹⁾	⁽¹⁾	Common Stock	377,208⁽²⁾	⁽¹⁾	0	I	by trust⁽³⁾
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	04/08/2024		M			1,672.389	⁽¹⁾	⁽¹⁾	Common Stock	55,746⁽²⁾	⁽¹⁾	0	I	by trust⁽⁴⁾
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	04/08/2024		M			210.152	⁽¹⁾	⁽¹⁾	Common Stock	7,005⁽²⁾	⁽¹⁾	0	I	by trust⁽⁵⁾
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	04/08/2024		M			436.066	⁽¹⁾	⁽¹⁾	Common Stock	14,535⁽²⁾	⁽¹⁾	0	I	by spouse⁽⁶⁾
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	04/08/2024		M			2,837.052	⁽¹⁾	⁽¹⁾	Common Stock	94,568⁽²⁾	⁽¹⁾	0	I	as custodian⁽⁷⁾
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	04/08/2024		M			2,837.052	⁽¹⁾	⁽¹⁾	Common Stock	94,568⁽²⁾	⁽¹⁾	0	I	as custodian⁽⁸⁾
Stock Option (Right to Buy)	$19.656							⁽⁹⁾	01/01/2034	Common Stock	7,600⁽²⁾		7,600⁽²⁾	D

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. Shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of this trust.

4. Shares are held in a trust for which the reporting person is a beneficiary. The reporting person is a trustee of this trust.

5. Shares are held in a trust for which the reporting person is a beneficiary. The reporting person's spouse is a trustee of this trust.

6. Shares are held by the reporting person's spouse.

7. The shares are held for LS, the child of the reporting person, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which the reporting person serves as custodian.

8. The shares are held for SS, the child of the reporting person, through a custodial account established pursuant to the UTMA for which the reporting person serves as custodian.

9. 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 Michael Singer	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).
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