Charles Cherington - Dec 27, 2023 Form 4 Insider Report for Comera Life Sciences Holdings, Inc. (CMRA)

Role
10%+ Owner
Signature
/s/ Charles Cherington
Stock symbol
CMRA
Transactions as of
Dec 27, 2023
Transactions value $
$1,948,332,900
Form type
4
Date filed
1/3/2024, 08:38 PM
Previous filing
Dec 20, 2023
Next filing
Nov 5, 2024

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 CMRA 12.0% Senior Secured Convertible Notes Purchase $568K $568K Dec 29, 2023 Common Stock 10.3M $0.06 Direct F1
transaction CMRA Warrants to Purchase Common Stock Purchase $0 +20.7M $0.00 20.7M Dec 29, 2023 Common Stock 20.7M $0.06 Direct F1
transaction CMRA Series A Convertible Perpetual Preferred Stock Purchase $1.95B +3.9K $500,000.00* 3.9K Dec 27, 2023 Common Stock 310K $12.56 By LLC F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person entered into a Securities Purchase Agreement with the Issuer on December 29, 2023, pursuant to which the reporting person acquired (i) $567,900 principal amount of the Issuer's 12.0% Senior Secured Convertible Notes (the "Notes") and (ii) 20,650,908 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.0001 per share ("Common Stock"), at an exercise price of $0.055 per share (the "Warrants"), representing 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately after the issuance thereof.
F2 The preferred stock was acquired by Comera SPV LLC ("SPV") in a private transaction pursuant to a purchase agreement, dated as of December 27, 2023, with an unaffiliated, institutional investor.
F3 The preferred stock is perpetual and therefore has no expiration date.
F4 The reporting person is the General Partner of SPV. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.