Christopher B. Ehrlich - 14 Feb 2024 Form 4 Insider Report for PHOENIX BIOTECH ACQUISITION CORP. (CERO)

Reporting relationship: Director
Issuer ticker: CERO
Reported as of: 14 Feb 2024
Net transaction value: +$275,000
SEC form: 4
Accepted by SEC: 16 Feb 2024, 19:37:06 UTC
Prior SEC filing: 22 Jun 2023
Next SEC filing: 21 Feb 2024
Source filing: View source filing
Reporting owner signature: /s/ Charles Carter, Attorney-in-Fact

Key filing fact

Christopher B. Ehrlich filed Form 4 for PHOENIX BIOTECH ACQUISITION CORP. (CERO) on 16 Feb 2024.

Key facts

This page summarizes Christopher B. Ehrlich's Form 4 filing for PHOENIX BIOTECH ACQUISITION CORP. (CERO).
11 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 16 Feb 2024, 19:37.

Change

Previous filing in this sequence was filed on 22 Jun 2023.
Current net transaction value: +$275,000.

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.

CERO transaction

Common Stock

Other

Transaction value
Shares: -1,125,000
Change %: -21%
Price
Shares after: 4,171,246
Date: 14 Feb 2024
Ownership: By Phoenix Biotech Sponsor, LLC
Footnotes: F2, F6

CERO transaction

Common Stock

Other

Transaction value
Shares: -4,171,246
Change %: -81%
Price
Shares after: 1,000,000
Date: 14 Feb 2024
Ownership: By Phoenix Biotech Sponsor, LLC
Footnotes: F1, F2

CERO transaction

Common Stock

Other

Transaction value
Shares: +478,825
Change %
Price
Shares after: 478,825
Date: 14 Feb 2024
Ownership: Direct
Footnotes: F1

CERO transaction

Common Stock

Other

Transaction value
Shares: +3,600
Change %
Price
Shares after: 3,600
Date: 14 Feb 2024
Ownership: By Spouse
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CERO transaction Derivative

Convertible Promissory Note

Options Exercise

Transaction value: $0
Shares: 0
Change %
Price: $0.000000^*
Shares after: 0
Date: 14 Feb 2024
Ownership: By Phoenix Biotech Sponsor, LLC
Underlying class: Common Stock
Underlying amount
Exercise price: $10.00
Footnotes: F2, F3

CERO transaction Derivative

Series A Convertible Preferred Stock

Options Exercise

Transaction value: $1,555,000
Shares: +1,555
Change %
Price: $1000.00^*
Shares after: 1,555
Date: 14 Feb 2024
Ownership: By Phoenix Biotech Sponsor, LLC
Underlying class: Common Stock
Underlying amount: 155,500
Exercise price: $10.00
Footnotes: F2, F3, F4

CERO transaction Derivative

Series A Convertible Preferred Stock

Other

Transaction value: $1,555,000
Shares: -1,555
Change %: -100%
Price: $1000.00^*
Shares after: 0
Date: 14 Feb 2024
Ownership: By Phoenix Biotech Sponsor, LLC
Underlying class: Common Stock
Underlying amount: 155,500
Exercise price: $10.00
Footnotes: F1, F2, F4

CERO transaction Derivative

Series A Convertible Preferred Stock

Award

Transaction value: $100,000
Shares: +100
Change %
Price: $1000.00^*
Shares after: 100
Date: 14 Feb 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $10.00
Footnotes: F4, F5

CERO transaction Derivative

Series A Convertible Preferred Stock

Other

Transaction value: $175,000
Shares: +175
Change %: +175%
Price: $1000.00^*
Shares after: 275
Date: 14 Feb 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 17,500
Exercise price: $10.00
Footnotes: F1, F4

CERO transaction Derivative

Warrants

Other

Transaction value: $0
Shares: -349,998
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 14 Feb 2024
Ownership: By Phoenix Biotech Sponsor, LLC
Underlying class: Common Stock
Underlying amount: 349,998
Exercise price: $11.50
Footnotes: F1, F2

CERO transaction Derivative

Warrants

Other

Transaction value: $0
Shares: +5,000
Change %
Price: $0.000000
Shares after: 5,000
Date: 14 Feb 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,000
Exercise price: $11.50
Footnotes: F1

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Represents (a) shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members without consideration and (b) shares of Common Stock issued by the Issuer to the Reporting Person in connection with the closing of the Issuer's business combination.

Footnote F2

These securities are held directly by the Sponsor, which was previously managed by the reporting person. As of February 16, 2024, the reporting person was no longer the manager of the Sponsor. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

Footnote F3

Upon closing of the Issuer's business combination, the aggregate principal amount of the Convertible Promissory Note converted into shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") at a conversion price equal to $10.00.

Footnote F4

Each share of Series A Preferred Stock has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments. The Series A Preferred Stock has no expiration date.

Footnote F5

On February 14, 2024, the reporting person acquired 100 shares of Series A Preferred Stock in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of February 5, 2024, as amended.

Footnote F6

Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

SEC remarks

Exhibit 24 - Power of Attorney.