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

Role
Director
Signature
/s/ Richard Morris, as Attorney-in-Fact for Michael Torok
Stock symbol
CARM
Transactions as of
Mar 7, 2023
Transactions value $
$0
Form type
4
Date filed
3/9/2023, 08:25 PM
Next filing
Jun 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CARM Common Stock Award +51.3K 51.3K Mar 7, 2023 Direct F1, F2
transaction CARM Common Stock Award +320K 320K Mar 7, 2023 see footenote F1, F2, F3
transaction CARM Common Stock Award +50K 50K Mar 7, 2023 see footenote 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 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.
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.