Brian G. Atwood - Sep 25, 2024 Form 4 Insider Report for CERO THERAPEUTICS HOLDINGS, INC. (CERO)

Role
Director
Signature
/s/ Brian Atwood
Stock symbol
CERO
Transactions as of
Sep 25, 2024
Transactions value $
-$1,002,000
Form type
4
Date filed
10/2/2024, 09:52 PM
Previous filing
Jul 11, 2024
Next filing
Dec 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CERO Common Stock Options Exercise +19.4M +7782.81% 19.6M Sep 25, 2024 Atwood-Edminster Trust dtd 4-2-2000 F1, F2
holding CERO Common Stock 125K Sep 25, 2024 Direct

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 Options Exercise -$1M -1K -100% $1,000.00 0 Sep 25, 2024 Common Stock 19.4M Atwood-Edminster Trust dtd 4-2-2000 F1, F2
transaction CERO Stock Option (Right to Buy) Disposed to Issuer $0 -13.9K -100% $0.00 0 Sep 30, 2024 Common Stock 13.9K $5.28 Direct F3
transaction CERO Stock Option (Right to Buy) Disposed to Issuer $0 -1.32M -100% $0.00 0 Sep 30, 2024 Common Stock 1.32M $1.77 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 25, 2024, the Reporting Person converted an aggregate of 1,002 shares of Series A Preferred Stock into 19,358,578 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.
F2 The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.
F3 Represents the forfeiture of employee stock options in connection with the Reporting Person's resignation as Chief Executive Officer of the Issuer.