Elizabeth Hoge - 08 Apr 2024 Form 4 Insider Report for Cartesian Therapeutics, Inc. (RNAC)

Role: 10%+ Owner
Signature: /s/ Murat Kalayoglu, Authorized Person
Issuer symbol: RNAC
Transactions as of: 08 Apr 2024
Net transactions value: $0
Form type: 4
Filing time: 10 Apr 2024, 16:20:40 UTC
Previous filing: 17 Nov 2023
Next filing: 15 Oct 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RNAC	Common Stock	Conversion of derivative security		+2,926,764	+2658%		3,036,887	08 Apr 2024	as trustee	F1, F2
transaction	RNAC	Common Stock	Conversion of derivative security		+491,853	+3386%		506,377	08 Apr 2024	by spouse	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	RNAC	Series A Non-Voting Convertible Preferred Stock	Conversion of derivative security	$0	-87,803	-46%	$0.000000	101,953	08 Apr 2024	Common Stock	2,926,764		by trust	F1, F2
transaction	RNAC	Series A Non-Voting Convertible Preferred Stock	Conversion of derivative security	$0	-14,756	-100%	$0.000000^*	0	08 Apr 2024	Common Stock	491,853		by spouse	F1

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

Explanation of Responses:

Id	Content
F1	Following the approval by the stockholders of the issuer of the conversion of the Series A Non-Voting Convertible Preferred Stock of the issuer ("Series A Preferred Stock") into shares of common stock of the issuer ("Common Stock"), each share of Series A Preferred Stock automatically converted into 33-1/3 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.
F2	Shares are owned directly by Seven One Eight Three Four Irrevocable Trust (the "Trust"). The reporting person is a trustee and beneficiary of the Trust.

Content

Following the approval by the stockholders of the issuer of the conversion of the Series A Non-Voting Convertible Preferred Stock of the issuer ("Series A Preferred Stock") into shares of common stock of the issuer ("Common Stock"), each share of Series A Preferred Stock automatically converted into 33-1/3 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.

Shares are owned directly by Seven One Eight Three Four Irrevocable Trust (the "Trust"). The reporting person is a trustee and beneficiary of the Trust.

Remarks:

Exhibits 24.1 and 24.2 filed herewith.