Eric Schlorff - Oct 28, 2022 Form 4 Insider Report for SeaStar Medical Holding Corp (ICU)

Role
Chief Executive Officer, Director
Signature
/s/ Eric Schlorff
Stock symbol
ICU
Transactions as of
Oct 28, 2022
Transactions value $
$0
Form type
4
Date filed
11/1/2022, 04:15 PM
Next filing
Apr 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ICU Common Stock, par value $0.0001 per share Award $0 +199K $0.00 199K Oct 28, 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
transaction ICU Stock Option (Right to Buy) Award $0 +18K $0.00 18K Oct 28, 2022 Common Stock 18K $10.00 Direct F2, F3
transaction ICU Stock Option (Right to Buy) Award $0 +84K $0.00 84K Oct 28, 2022 Common Stock 84K $0.53 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the Issuer's common stock subject to restricted stock units (RSUs). Pursuant to the Agreement and Plan of Merger by and among the Issuer, LMF Merger Sub, Inc., and SeaStar Medical Inc. ("SeaStar Medical"), dated April 21, 2022 (as amended, the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each award of RSUs based on SeaStar Medical common stock that was outstanding immediately prior to the Effective Time was converted into the right to receive RSUs based on the common stock of the Issuer with the same terms and conditions as were applicable to such SeaStar Medical RSU awards immediately prior to the Effective Time, subject to the applicable exchange ratio. Fifty percent (50%) of the shares subject to RSUs reported herein will vest on the first anniversary of the Effective Time, thereafter the remaining will vest on a monthly basis over a 24-month period.
F2 Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of SeaStar Medical common stock was assumed and converted into an option to purchase shares of common stock of the Issuer with the same terms and conditions as were applicable to such option immediately prior to the Effective Time, subject to the applicable exchange ratio.
F3 The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from March 1, 2019 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36)-month period measured from March 1, 2020.
F4 The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from February 20, 2020 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36)-month period measured from February 20, 2021.