Douglas Carl Fisher - 14 Feb 2024 Form 4 Insider Report for PHOENIX BIOTECH ACQUISITION CORP. (CERO)

Role: President
Signature: /s/ Chris Ehrlich, Attorney-in-Fact
Issuer symbol: CERO
Transactions as of: 14 Feb 2024
Net transactions value: +$50,000
Form type: 4
Filing time: 16 Feb 2024, 19:39:11 UTC
Previous filing: 31 Oct 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CERO	Class A Common Stock	Other		+43,300			43,300	14 Feb 2024	Direct	F1

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	CERO	Series A Convertible Preferred Stock	Award	$50,000	+50		$1000.00^*	50	14 Feb 2024	Common Stock	5,000	$10.00	Direct	F2
transaction	CERO	Warrants	Other	$0	+5,000		$0.000000	5,000	14 Feb 2024	Common Stock	5,000	$11.50	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Douglas Carl Fisher is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of Class A Common Stock or warrants, as applicable, distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.
F2	On February 14, 2024, the reporting person acquired shares of Series A Convertible Preferred Stock (the "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. 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.

Content

Represents shares of Class A Common Stock or warrants, as applicable, distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

On February 14, 2024, the reporting person acquired shares of Series A Convertible Preferred Stock (the "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. 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.