Kathleen Laporte - 14 Feb 2024 Form 4/A Insider Report for CERO THERAPEUTICS HOLDINGS, INC. (CERO)

Role: Director
Signature: /s/ Charles Carter, Attorney-in-Fact
Issuer symbol: CERO
Transactions as of: 14 Feb 2024
Net transactions value: +$50,000
Form type: 4/A
Filing time: 21 Feb 2024, 17:57:09 UTC
Date Of Original Report: 16 Feb 2024
Previous filing: 05 Feb 2024
Next filing: 27 Mar 2024
SEC: View on sec.gov

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	By the Kathleen LaPorte Revocable Trust	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	The reporting person is the trustee of the Kathleen LaPorte Revocable Trust (the "Kathleen Trust") and has sole voting and disposition power with respect to the shares owned by the Kathleen Trust.

Content

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.

The reporting person is the trustee of the Kathleen LaPorte Revocable Trust (the "Kathleen Trust") and has sole voting and disposition power with respect to the shares owned by the Kathleen Trust.

Remarks:

This amendment to the Form 4 originally filed on February 16, 2024 is being filed solely to correct the ownership form and nature of indirect beneficial ownership reported in columns 10 and 11 of Table II, respectively.