James C. Hart - 14 Jul 2023 Form 4 Insider Report for ALPHA HEALTHCARE ACQUISITION CORP III (XAGE)

Role: Chief Medical Officer
Signature: /s/ Randolph W. Hubbell, Attorney-in-Fact
Issuer symbol: XAGE
Transactions as of: 14 Jul 2023
Net transactions value: $0
Form type: 4
Filing time: 18 Jul 2023, 20:35:03 UTC
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CTCX	Common Stock	Award		+37,307			37,307	14 Jul 2023	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	CTCX	Stock Option (right to buy)	Award		+2,080			2,080	14 Jul 2023	Common Stock	2,080	$1.79	Direct	F2, F8
transaction	CTCX	Stock Option (right to buy)	Award		+5,318			5,318	14 Jul 2023	Common Stock	5,318	$2.27	Direct	F3, F8
transaction	CTCX	Stock Option (right to buy)	Award		+9,161			9,161	14 Jul 2023	Common Stock	9,161	$2.27	Direct	F4, F8
transaction	CTCX	Stock Option (right to buy)	Award		+109,937			109,937	14 Jul 2023	Common Stock	109,937	$2.11	Direct	F5, F8
transaction	CTCX	Stock Option (right to buy)	Award		+12,309			12,309	14 Jul 2023	Common Stock	12,309	$2.11	Direct	F6, F8
transaction	CTCX	Stock Option (right to buy)	Award		+12,309			12,309	14 Jul 2023	Common Stock	12,309	$2.60	Direct	F7, F8

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

Explanation of Responses:

Id	Content
F1	On July 14, 2023, Alpha Healthcare Acquisition Corp. III ("ALPA") consummated a business combination (the "Business Combination") by and among ALPA, Candy Merger Sub, Inc., a Delaware Corporation ("Merger Sub") and Carmell Regen Med Corporation, a Delaware corporation ("Legacy Carmell"), ALPA changed its name to "Carmell Therapeutics Corporation" and Merger Sub merged with and into Legacy Carmell. As part of the Business Combination, each share of common stock of Legacy Carmell was exchanged for 0.06154 shares of common stock of Carmell Therapeutics Corporation.
F2	Options are fully vested and exercisable.
F3	Options to purchase 5,318 shares of common stock of Legacy Carmell granted on July 19, 2019, which vest as follows: 25% vested on July 19, 2020, July 19, 2021 and July 19, 2022 and the remaining 25% will vest on July 19, 2023.
F4	Options to purchase 9,161 shares of common stock of Legacy Carmell granted on July 17, 2020, which vest as follows: 25% vested on July 17, 2021, July 17, 2022 and July 17, 2023 and the remaining 25% becomes vested in 12 equal monthly installments thereafter, subject to continued service through each vesting date.
F5	Options to purchase 109,937 shares of common stock of Legacy Carmell granted on September 23, 2021, which vest as follows: 25% vested on September 23, 2022 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.
F6	Options to purchase 12,309 shares of common stock of Legacy Carmell granted on July 13, 2022, which vest as follows: 25% vested on July 13, 2023 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.
F7	Options to purchase 12,309 shares of common stock of Legacy Carmell granted on December 15, 2022, which vest as follows: 25% vested on December 15, 2023 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.
F8	As part of the Business Combination, each Legacy Carmell stock option was exchanged for a stock option to acquire 0.06154 shares of common stock of Carmell Therapeutics Corporation.