David William Neithardt - May 19, 2022 Form 4 Insider Report for OTR Acquisition Corp. (OTRA)

Role
Director
Signature
/s/ David William Neithardt
Stock symbol
OTRA
Transactions as of
May 19, 2022
Transactions value $
$0
Form type
4
Date filed
5/20/2022, 04:35 PM
Previous filing
May 10, 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 +157K 157K May 19, 2022 See Footnote F1, F2, F3
transaction OTRA Class A Common Stock Other -157K -100% 0 May 19, 2022 See Footnote F3, F4

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 Conversion of derivative security -157K -100% 0 May 19, 2022 Class A Common Stock 157K See Footnote F1, F2, F3
transaction OTRA Warrant Other -784K -100% 0 May 19, 2022 Class A Common Stock 784K See Footnote F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David William Neithardt is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-1 (File No. 333-248093) (the "Registration Statement") under the heading "Description of Securities," the shares of Class B common stock, par value $0.0001 per share ("Class B Stock"), automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A Stock"), at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
F2 (Continued from Footnote 1) On May 19, 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 share of Class B Stock converted into Class A Stock.
F3 The reporting person is the manager of Hammock Park Capital LLC. Beaumont Irrevocable Trust, of which the reporting person is a Trustee, owns 100% of Hammock Park Capital LLC. As such, the reporting person may be deemed to have beneficial ownership of such shares. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F4 In connection with the Business Combination, the reporting person exchanged its Class A Shares for 157,287 fully paid and non-assessable shares of common stock, par value U.S. $0.0001 per share, of Holdco Common Stock.
F5 In connection with the Business Combination, the reporting person exchanged each of its warrants to purchase shares of Class A Stock on a one for one basis for an aggregate of 784,212 warrants to purchase shares of 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.