Kirsten Flowers - May 19, 2022 Form 3 Insider Report for Comera Life Sciences Holdings, Inc. (CMRA)

Role: Director
Signature: /s/ Kirsten Flowers
Stock symbol: CMRA
Transactions as of: May 19, 2022
Transactions value $: $0
Form type: 3
Date filed: 5/20/2022, 06:43 PM
Previous filing: Jan 28, 2022
Next filing: Jun 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CMRA	Common Stock						8.69K	May 19, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CMRA	Earn-Out Shares							May 19, 2022	Common Stock	2.21K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person acquired these securities on May 19, 2022 in exchange for the Reporting Person's holdings in Comera Life Sciences, Inc. (the "Company") pursuant to the Business Combination Agreement, dated January 31, 2022, as amended, by and among OTR Acqusition Corp. (the "SPAC"), Comera Life Sciences Holdings, Inc. ("Holdco"), CLS Sub Merger 1 Corp., ("Company Merger Sub"), CLS Sub Merger 2 Corp. ("SPAC Merger Sub") and the Company (the "Agreement").
F2	Each earn-out share represents a contingent right to receive a share of Holdco common stock. Pursuant to an "earn-out" provision in the Agreement, the Reporting Person will be entitled to receive the earn-out shares if, at any time during the period beginning on May 19,2022 and ending on May 19, 2024, the VWAP of Holdco common stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days.

Content

The Reporting Person acquired these securities on May 19, 2022 in exchange for the Reporting Person's holdings in Comera Life Sciences, Inc. (the "Company") pursuant to the Business Combination Agreement, dated January 31, 2022, as amended, by and among OTR Acqusition Corp. (the "SPAC"), Comera Life Sciences Holdings, Inc. ("Holdco"), CLS Sub Merger 1 Corp., ("Company Merger Sub"), CLS Sub Merger 2 Corp. ("SPAC Merger Sub") and the Company (the "Agreement").

Each earn-out share represents a contingent right to receive a share of Holdco common stock. Pursuant to an "earn-out" provision in the Agreement, the Reporting Person will be entitled to receive the earn-out shares if, at any time during the period beginning on May 19,2022 and ending on May 19, 2024, the VWAP of Holdco common stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days.