Briggs Morrison - Mar 7, 2023 Form 4 Insider Report for Carisma Therapeutics Inc. (CARM)

Role: Director
Signature: /s/ Richard Morris, as Attorney-in-Fact for Briggs Morrison
Stock symbol: CARM
Transactions as of: Mar 7, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/9/2023, 08:21 PM
Previous filing: Feb 8, 2023
Next filing: Mar 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CARM	Common Stock	Award		+12.2K			12.2K	Mar 7, 2023	Direct	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	CARM	Stock Option (Right to Buy)	Award		+63.3K			63.3K	Mar 7, 2023	Common Stock	63.3K	$0.68	Direct	F1, F2, F3
transaction	CARM	Stock Option (Right to Buy)	Award		+34.2K			34.2K	Mar 7, 2023	Common Stock	34.2K	$1.46	Direct	F1, F2, F4

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

Explanation of Responses:

Id	Content
F1	In connection with the merger of Sesen Bio, Inc. ("Sesen Bio") and private company CARISMA Therapeutics Inc. ("Carisma"), pursuant to the Agreement and Plan of Merger and Reorganization dated as of September 20, 2022, as amended by the First Amendment thereto dated as of December 29, 2022 and the Second Amendment thereto dated as of February 13, 2023 (as amended, the "Merger Agreement"), which closed on March 7, 2023 (the "Closing"), (i) each share of Carisma common stock was converted into the right to receive 1.8994 shares of Sesen Bio common stock (the "Exchange Ratio") and (ii) each outstanding and unexercised option to purchase shares of Carisma common stock converted into an option to purchase shares of Sesen Bio common stock, with necessary adjustments to reflect the Exchange Ratio but otherwise the same terms and conditions.
F2	The Exchange Ratio gives effect to the 1-for-20 reverse stock split of Sesen Bio's common stock. On the Closing date, the closing price of Sesen Bio common stock was $0.6288 (unadjusted). Upon Closing, Sesen Bio was renamed "Carisma Therapeutics Inc."
F3	The shares underlying this option vest over four years, with 25% of the shares vested on July 24, 2021 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service.
F4	The shares underlying this option vest over four years, with 25% of the shares vested on April 1, 2022 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service.