Daniel Corey - Feb 14, 2024 Form 3/A Insider Report for CERO THERAPEUTICS HOLDINGS, INC. (CERO)

Role
Chief Technical Officer, Director
Signature
/s/ Charles Carter, attorney-in-fact
Stock symbol
CERO
Transactions as of
Feb 14, 2024
Transactions value $
$0
Form type
3/A
Date filed
2/26/2024, 09:37 PM
Date Of Original Report
Feb 16, 2024
Next filing
Mar 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CERO Common Stock 393K Feb 14, 2024 Direct
holding CERO Common Stock 267K Feb 14, 2024 Direct F1
holding CERO Common Stock 3.4K Feb 14, 2024 Elizabeth Corey F2
holding CERO Common Stock 273 Feb 14, 2024 Elizabeth Corey F2, F5
holding CERO Common Stock 3.4K Feb 14, 2024 Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child F3
holding CERO Common Stock 273 Feb 14, 2024 Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child F3, F5
holding CERO Common Stock 3.4K Feb 14, 2024 Daniel Corey as legal guardian of Owen Griffin Corey, a minor child F4
holding CERO Common Stock 273 Feb 14, 2024 Daniel Corey as legal guardian of Owen Griffin Corey, a minor child F4, F5

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
holding CERO Series A Convertible Preferred Stock Feb 14, 2024 Common Stock 15K $10.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents earnout shares, each of which consist of one share of the Issuer's Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 15,050 shares shall vest if the volume weighted average price ("VWAP") of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 15,050 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 6,020 shares shall vest upon a change of control; and (iv) 241,748 shares shall vest upon the Issuer's submission of an IND application to the FDA. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled
F2 The reporting person is the spouse of Elizabeth Corey and has shared voting and disposition power with respect to the shares owned by Elizabeth Corey.
F3 The reporting person is the trustee of Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child (the "Hannah Trust") and has sole voting and disposition power with respect to the shares owned by the Hannah Trust.
F4 The reporting person is the trustee of Daniel Corey as legal guardian of Owen Griffin Corey, a minor child (the "Owen Trust") and has sole voting and disposition power with respect to the shares owned by the Owen Trust.
F5 Represents earnout shares, each of which consist of one share of Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 114 shares shall vest if the VWAP of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 114 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 45 shares shall vest upon a change of control. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled.
F6 Each share of Series A Convertible Preferred Stock (the "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.

Remarks:

This amendment to the Form 3 originally filed on February 16, 2024 is being filed solely to correct an error in the number of securities beneficially owned directly by the reporting person.