Richard Upton - Jul 14, 2023 Form 4 Insider Report for ALPHA HEALTHCARE ACQUISITION CORP III (CTCX)

Role
Director
Signature
/s/ Randolph W. Hubbell, Attorney-in-Fact
Stock symbol
CTCX
Transactions as of
Jul 14, 2023
Transactions value $
$0
Form type
4
Date filed
7/18/2023, 08:36 PM
Next filing
Dec 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CTCX Common Stock 1.23M Jul 14, 2023 Carmell Series of Harbor Light Direct Investment, LLC F1
holding CTCX Common Stock 109K Jul 14, 2023 Harbor Light Direct Investment, LP 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 +76.9K 76.9K Jul 14, 2023 Common Stock 76.9K $2.11 Direct F2, F3
transaction CTCX Common Stock Warrants Other +895 895 Jul 14, 2023 Common Stock 895 $6.71 Carmell Series of Harbor Light Direct Investment, LLC F1, F4, F5
transaction CTCX Common Stock Warrants Other +69 69 Jul 14, 2023 Common Stock 69 $6.71 Harbor Light Direct Investment, LP F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. Upton is General Partner at Harbor Light Capital Partners, which is affiliated with the entities listed above. By virtue of this relationship, Mr. Upton may be deemed to share beneficial ownership of the securities held of record by the entities listed above. Mr. Upton disclaims any such beneficial ownership except to the extent of his pecuniary interest.
F2 Options to purchase 76,878 shares of common stock of Legacy Carmell (as defined below) 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.
F3 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 Legacy Carmell stock option was exchanged for a stock option to acquire 0.06154 shares of common stock of Carmell Therapeutics Corporation.
F4 These warrants are currently exercisable.
F5 As part of the Business Combination, existing warrants to purchase common stock of Legacy Carmell were exchanged for 0.06154 warrants to purchase shares of common stock of Carmell Therapeutics Corporation.