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

Role
President and CEO, Director
Signature
/s/ Richard Morris, as Attorney-in-Fact for Steven Kelly
Stock symbol
CARM
Transactions as of
Mar 7, 2023
Transactions value $
$0
Form type
4
Date filed
3/9/2023, 08:32 PM
Previous filing
Jun 27, 2022
Next filing
Jun 8, 2023

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 +626K 626K Mar 7, 2023 Common Stock 626K $0.63 Direct F1, F2, F3
transaction CARM Stock Option (Right to Buy) Award +416K 416K Mar 7, 2023 Common Stock 416K $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 This option is fully vested.
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.