William R. Newlin - 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, 08:37 PM
Previous filing
Aug 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CTCX Common Stock 1.25M Jul 14, 2023 Newlin Investment 1 LLC 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 +108K 108K Jul 14, 2023 Common Stock 108K $2.11 Direct F2, F3
transaction CTCX Common Stock Warrants Other +482 482 Jul 14, 2023 Common Stock 482 $6.71 Newlin Investment 1 LLC F1, F4, F5
transaction CTCX Common Stock Warrants Other +35.3K 35.3K Jul 14, 2023 Common Stock 35.3K $2.39 Newlin Investment 1 LLC F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. Newlin is Chairman and Founder of Newlin Investment 1 LLC. By virtue of this relationship, Mr. Newlin may be deemed to share beneficial ownership of the securities held of record by Newlin Investment 1 LLC. Mr. Newlin disclaims any such beneficial ownership except to the extent of his pecuniary interest.
F2 Options to purchase 108,167 shares of common stock of Legacy Carmell (as defined below) granted on September 23, 2021, which vest as follows: 25% vested on September 23, 2021 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, (i) 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 and (ii) existing Series C-1 warrants to purchase common stock of Legacy Carmell were exchanged for 0.06684 warrants to purchase shares of common stock of Carmell Therapeutics Corporation.