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

Role: Director
Signature: /s/ Richard Morris, as Attorney-in-Fact for Regina Hodits
Stock symbol: CARM
Transactions as of: Mar 7, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/9/2023, 08:29 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CARM	Common Stock	Award		+2.3M			2.3M	Mar 7, 2023	See Footnote	F1, F2, F3

* 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 Wellington Life Sciences V GmbH & Co. KG, or the Wellington Fund. The Wellington Fund is represented by Wellington Life Sciences Venture Capital Consulting GmbH, or the Wellington General Partner. The Wellington General Partner holds voting and investment control over the shares. The Reporting Person, in her function as managing director of the Wellington General Partner, has individual signatory power as well as voting and/or investment control over the securities. The Reporting Person disclaims beneficial ownership of all shares held by the Wellington Fund except to the extent of her pecuniary interest therein, if any.