Murat Kalayoglu - 13 Nov 2023 Form 4 Insider Report for Cartesian Therapeutics, Inc. (RNAC)

Role: Director, 10%+ Owner
Signature: /s/ Murat Kalayoglu
Issuer symbol: RNAC
Transactions as of: 13 Nov 2023
Net transactions value: +$154,906,738
Form type: 4
Filing time: 15 Nov 2023, 16:41:15 UTC
Next filing: 04 Jan 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SELB	Common Stock	Award	$0	+257,739		$0.000000	257,739	13 Nov 2023	Direct	F1
transaction	SELB	Common Stock	Other	$0	+3,303,699		$0.000000	3,303,699	13 Nov 2023	by trust	F1, F2

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	SELB	Series A Non-Voting Convertible Preferred Stock	Award		+14,756			14,756	13 Nov 2023	Common Stock	14,755,609		Direct	F1, F3
transaction	SELB	Series A Non-Voting Convertible Preferred Stock	Other		+189,137			189,137	13 Nov 2023	Common Stock	189,136,767		by trust	F1, F2, F3
transaction	SELB	Series A Non-Voting Convertible Preferred Stock	Purchase	$154,906,738	+620		$249999.98^*	620	13 Nov 2023	Common Stock	619,627		by trust	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger.
F2	Shares are held in a trust (the "Trust") for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of the trust.
F3	Following the approval by the Stockholders of the conversion of the Series A Non-Voting Convertible Preferred Stock of the Company ("Series A Preferred Stock") into shares of common stock of the Company ("Common Stock"), each share of Series A Preferred Stock will be convertible into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.
F4	On November 13, 2023, the Trust entered into a Securities Purchase Agreement with the Company and other investors, pursuant to which the Trust agreed to acquire 619.627 shares of Series A Preferred Stock.