0001453687-24-000065.txt : 20240410 0001453687-24-000065.hdr.sgml : 20240410 20240410214306 ACCESSION NUMBER: 0001453687-24-000065 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240408 FILED AS OF DATE: 20240410 DATE AS OF CHANGE: 20240410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kalayoglu Murat CENTRAL INDEX KEY: 0002000002 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37798 FILM NUMBER: 24836991 MAIL ADDRESS: STREET 1: C/O CARTESIAN THERAPEUTICS, INC. STREET 2: 704 QUINCE ORCHARD RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cartesian Therapeutics, Inc. CENTRAL INDEX KEY: 0001453687 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 GROVE STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-923-1400 MAIL ADDRESS: STREET 1: 65 GROVE STREET CITY: WATERTOWN STATE: MA ZIP: 02472 FORMER COMPANY: FORMER CONFORMED NAME: SELECTA BIOSCIENCES INC DATE OF NAME CHANGE: 20090109 4 1 wk-form4_1712799774.xml FORM 4 X0508 4 2024-04-08 0 0001453687 Cartesian Therapeutics, Inc. RNAC 0002000002 Kalayoglu Murat C/O CARTESIAN THERAPEUTICS, INC. 704 QUINCE ORCHARD ROAD GAITHERSBURG MD 20878 1 0 1 0 0 Common Stock 2024-04-08 4 M 0 491853 A 506377 D Common Stock 2024-04-08 4 M 0 2926764 A 3036887 I by trust Series A Non-Voting Convertible Preferred Stock 2024-04-08 4 M 0 14755.609 D Common Stock 491853 0 D Series A Non-Voting Convertible Preferred Stock 2024-04-08 4 M 0 87802.95 D Common Stock 2926764 101953.444 I by trust Stock Option (Right to Buy) 19.656 2034-01-01 Common Stock 7600 7600 D On March 27, 2024, issuer held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the issuer's stockholders approved the Reverse Stock Split 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 issuer's filings with the Securities and Exchange Commission. At the time of the Automatic Conversion, the reporting person's shares of Series A Preferred Stock were limited to the extent that doing so would result in the reporting person beneficially owning greater than 19.9% of the issuer's outstanding Common Stock after giving effect to such conversion. On April 4, 2024, the issuer effected a 1-for-30 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split. Shares are held in a trust (the "Trust") for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of the Trust. On November 13, 2023, the issuer acquired the private Delaware corporation which was then known as Cartesian Therapeutics, Inc. in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023 (the "Merger"). These securities represent merger consideration payable as a result of the closing of the Merger. These securities represent merger consideration payable as a result of the closing of the Merger and securities purchased in a private placement in November 2023. 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. /s/ Matthew Bartholomae, Attorney-in-Fact for Murat Kalayoglu 2024-04-10