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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hashad Mohamed Wa'el Ahmed

(Last)

(First)

(Middle)

1951 NW 7TH AVENUE SUITE 520

(Street)

MIAMI

33136

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Longeveron Inc. [ LGVN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2023

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	09/12/2023		M		10,000⁽¹⁾	A	$3	47,566⁽²⁾	D

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)
Subscription Rights (right to buy)⁽³⁾	$3	09/12/2023		M			10,000	08/22/2023	09/21/2023	Common Stock	10,000	$0	95,905	D
Subscription Rights (right to buy)⁽³⁾	$3	09/12/2023		S			100	08/22/2023	09/21/2023	Common Stock	100	$0.0166	95,805	D
Subscription Rights (right to buy)⁽³⁾	$3	09/12/2023		S			100	08/22/2023	09/21/2023	Common Stock	100	$0.0178	95,705	D
Subscription Rights (right to buy)⁽³⁾	$3	09/12/2023		S			253	08/22/2023	09/21/2023	Common Stock	253	$0.016	95,452	D
Subscription Rights (right to buy)⁽³⁾	$3	09/12/2023		S			400	08/22/2023	09/21/2023	Common Stock	400	$0.0198	95,052	D
Subscription Rights (right to buy)⁽³⁾	$3	09/12/2023		S			2,852	08/22/2023	09/21/2023	Common Stock	2,852	$0.0165	92,200	D
Subscription Rights (right to buy)⁽³⁾	$3	09/12/2023		S			3,000	08/22/2023	09/21/2023	Common Stock	3,000	$0.0161	89,200	D
Subscription Rights (right to buy)⁽³⁾	$3	09/12/2023		S			6,700	08/22/2023	09/21/2023	Common Stock	6,700	$0.0163	82,500	D

Explanation of Responses:

1. Shares to be received following expiration of the Longeveron Inc. Subscription Rights Offering, which is currently scheduled for September 21, 2023, unless otherwise extended by Longeveron.

2. Includes 12,500 restricted stock units.

3. Longeveron Inc. issued to each holder of record, as of August 18, 2023, of its Class A common stock, Class B common stock and warrants exercisable for its Class A common stock, subscription rights to acquire shares of Class A common stock of Longeveron Inc. in accordance with a prospectus dated August 14, 2023. Each subscription right entitles the holder to purchase one share of Longeveron Inc. Class A common stock.

Remarks:

	/s/ Paul Lehr, attorney-in-fact	09/13/2023
	** 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 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.