Nicholas J. Singer - May 20, 2022 Form 4 Insider Report for OTR Acquisition Corp. (OTRA)

Role: Chief Executive Officer, Director
Signature: /s/ Nicholas J. Singer
Stock symbol: OTRA
Transactions as of: May 20, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/20/2022, 04:35 PM
Previous filing: May 10, 2022
Next filing: Jun 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OTRA	Class A Common Stock	Conversion of derivative security		+422K			422K	May 20, 2022	PC SPAC Holdings LLC	F1, F4
transaction	OTRA	Class A Common Stock	Other		-422K	-100%		0	May 20, 2022	PC SPAC Holdings LLC	F7

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	OTRA	Class B Common Stock	Other	$0	-1.31M	-75.59%	$0.00	422K	May 20, 2022	Class A Common Stock	1.31M		See Footnote	F1, F2, F3
transaction	OTRA	Class B Common Stock	Conversion of derivative security	$0	-422K	-100%	$0.00^*	0	May 20, 2022	Class A Common Stock	422K		PC SPAC Holdings LLC	F1, F4
transaction	OTRA	Warrants	Other	$0	-763K	-100%	$0.00^*	0	May 20, 2022	Class A Common Stock	763K		PC SPAC Holdings LLC	F5, F6

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

Explanation of Responses:

Id	Content
F1	As described in the OTR Acquisition Corp.'s registration statement on Form S-1 (File No. 333-248093) under the heading "Description of Securities," the Class B common stock, par value U.S. $0.0001 per share, of the issuer (the "Founder Shares") automatically convert into Class A common stock of the issuer ("Class A Common Stock") at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
F2	On May 19, 2022, OTR Acquisition Sponsor LLC (the "Sponsor") entered into a certain second amended and restated limited liability operating agreement (the "Amended LLC Agreement"). Prior to the Amended LLC Agreement, PC SPAC Holdings LLC, an entity controlled by the reporting person, was the sole managing member of the Sponsor. The Amended LLC Agreement provides that the Sponsor be managed by a board of managers consisting of three persons, including the reporting person. For the purposes of Rule 16a-(1), the reporting person is no longer a beneficial owner of the 1,305,918 shares of Class B common stock, par value U.S. $0.0001 per share, of OTR Acquisition Corp. held directly by the Sponsor, and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
F3	The securities are held indirectly by Nicholas J. Singer, who has sole voting and dispositive control of PC SPAC Holdings LLC.
F4	On May 20, 2022, the issuer consummated its initial business combination (the "Business Combination") with Comera Life Sciences Holdings, Inc.. ("Holdco"), a Delaware corporation. In connection with the Business Combination, each Founder Share converted into Class A Common Stock.
F5	In connection with the Business Combination closing, the reporting person exchanged each of its warrants to purchase the issuer's Class A Common Stock on a one for one basis for an aggregate of 762,634 warrants to purchase shares of Holdco's common stock, par value U.S. $0.0001 per share ("Holdco Common Stock"), at a purchase price of $11.50 per share.
F6	The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.
F7	In connection with the Business Combination closing, the reporting person exchanged each its shares of Class A Common Stock for 421,759 fully paid and non-assessable shares of Holdco Common Stock.