George P. Denny III - 02 Dec 2022 Form 3 Insider Report for Eterna Therapeutics Inc. (ERNA)

Role
10%+ Owner
Signature
/s/ George P. Denny III
Issuer symbol
ERNA
Transactions as of
02 Dec 2022
Net transactions value
$0
Form type
3
Filing time
06 Mar 2023, 15:01:19 UTC
Previous filing
20 Aug 2021
Next filing
11 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ERNA Common Stock 50,453 02 Dec 2022 By Denny Family Partners II, LLC F1
holding ERNA Common Stock 406,785 02 Dec 2022 By George P. Denny III Trust 6/11/81
holding ERNA Common Stock 204 02 Dec 2022 Direct

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 ERNA Series A Preferred Stock 02 Dec 2022 Common Stock 2,971 By George P. Denny III Trust 6/11/81 F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person disclaims beneficial ownership of the shares held by Denny Family Partners II, LLC except to the extent of his pecuniary interest therein.
F2 The reporting person holds 71,306 shares of Series A preferred stock, which are currently convertible into 2971 shares of common stock. The reporting person has the right at any time to convert the shares of Series A preferred stock into that number of fully paid and nonassessable shares of common stock that equals the number of shares of Series A preferred stock that are surrendered for conversion divided by the conversion rate. The conversion rate was initially 100% and is subject to adjustment as provided in the Issuer's restated certificate of incorporation, as amended. The Series A preferred stock has no expiration date.

Remarks:

Mr. Denny was previously a reporting person under Section 16 of the Securities Exchange Act of 1934; however, his ownership fell below 10%, and he ceased to be a reporting person. Certain of the entities beneficially owned by him have acquired additional securities, such that he is again a 10% owner.