Michael Torok - 07 Mar 2023 Form 4 Insider Report for Carisma Therapeutics Inc. (CARM)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
09 Mar 2023, 20:25:03 UTC
Next SEC filing
08 Jun 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Richard Morris, as Attorney-in-Fact for Michael Torok

Key filing fact

Michael Torok filed Form 4 for Carisma Therapeutics Inc. (CARM) on 09 Mar 2023.

Key facts

  • This page summarizes Michael Torok's Form 4 filing for Carisma Therapeutics Inc. (CARM).
  • 3 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 09 Mar 2023, 20:25.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CARM transaction

Common Stock

Award

Transaction value
Shares
+51,250
Change %
Price
Shares after
51,250
Date
07 Mar 2023
Ownership
Direct
Footnotes
F1, F2
CARM transaction

Common Stock

Award

Transaction value
Shares
+319,991
Change %
Price
Shares after
319,991
Date
07 Mar 2023
Ownership
see footenote
Footnotes
F1, F2, F3
CARM transaction

Common Stock

Award

Transaction value
Shares
+50,000
Change %
Price
Shares after
50,000
Date
07 Mar 2023
Ownership
see footenote
Footnotes
F1, F2, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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."

Footnote F3

These shares are held of record by JEC II Associates, LLC. The Reporting Person is the Manager of JEC II Associates, LLC and has sole voting and dispositive power over the shares. The Reporting Person disclaims beneficial ownership of all shares held by JEC II Associates, LLC except to the extent of his pecuniary interest therein, if any.

Footnote F4

These securities are held of record by the K. Peter Heiland 2008 Irrevocable Trust. The Reporting Person is the Trustee of the K. Peter Heiland 2008 Irrevocable Trust and has sole voting and dispositive power over the shares. The Reporting Person disclaims beneficial ownership of all shares held by the K. Peter Heiland 2008 Irrevocable Trust except to the extent of his pecuniary interest therein, if any.

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