SEC FORM 3

SEC Form 3

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^*

Corey Daniel

(Last)

(First)

(Middle)

CERO THERAPEUTICS HOLDINGS, INC.

201 HASKINS WAY, SUITE 230

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2024

3. Issuer Name and Ticker or Trading Symbol
CERO THERAPEUTICS HOLDINGS, INC. [ CERO ]

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

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

5. 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 Beneficially Owned
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	405,147	D
Common Stock⁽¹⁾	277,868	D
Common Stock	3,399	I	Elizabeth Corey⁽²⁾
Common Stock⁽⁵⁾	273	I	Elizabeth Corey⁽²⁾
Common Stock	3,399	I	Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child⁽³⁾
Common Stock⁽⁵⁾	273	I	Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child⁽³⁾
Common Stock	3,399	I	Daniel Corey as legal guardian of Owen Griffin Corey, a minor child⁽⁴⁾
Common Stock⁽⁵⁾	273	I	Daniel Corey as legal guardian of Owen Griffin Corey, a minor child⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	02/14/2024	⁽⁶⁾	Common Stock	15,000	$10⁽⁶⁾	D

Explanation of Responses:

1. Represents earnout shares, each of which consist of one share of the Issuer's Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 15,050 shares shall vest if the volume weighted average price ("VWAP") of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 15,050 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 6,020 shares shall vest upon a change of control; and (iv) 241,748 shares shall vest upon the Issuer's submission of an IND application to the FDA. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled

2. The reporting person is the spouse of Elizabeth Corey and has shared voting and disposition power with respect to the shares owned by Elizabeth Corey.

3. The reporting person is the trustee of Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child (the "Hannah Trust") and has sole voting and disposition power with respect to the shares owned by the Hannah Trust.

4. The reporting person is the trustee of Daniel Corey as legal guardian of Owen Griffin Corey, a minor child (the "Owen Trust") and has sole voting and disposition power with respect to the shares owned by the Owen Trust.

5. Represents earnout shares, each of which consist of one share of Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 114 shares shall vest if the VWAP of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 114 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 45 shares shall vest upon a change of control. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled.

6. Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments. The Series A Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney. Effective immediately after the Effective Time as defined in that certain Business Combination Agreement dated as of June 4, 2023, as amended, by and among the Issuer (f/k/a Phoenix Biotech Acquisition Corp.), CERo Therapeutics, Inc. and PBCE Merger Sub, Inc. (the "Business Combination Agreement"), the reporting person became a director and an executive officer of the Issuer.

	/s/ Charles Carter, attorney-in-fact	02/16/2024
	** 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.
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