Christopher Jewell - Apr 8, 2024 Form 4 Insider Report for Cartesian Therapeutics, Inc. (RNAC)

Role: Chief Scientific Officer
Signature: /s/ Matthew Bartholomae, Attorney-in-Fact for Christopher Jewell
Stock symbol: RNAC
Transactions as of: Apr 8, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/10/2024, 09:35 PM
Previous filing: Jan 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RNAC	Common Stock						25.9K	Apr 8, 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	RNAC	Stock Option (Right to Buy)	Options Exercise		-4.28K	-100%		0	Apr 8, 2024	Series A Non-Voting Convertible Preferred Stock	4.28K	$107.59	Direct	F2, F3
transaction	RNAC	Stock Option (Right to Buy)	Options Exercise		+143K			143K	Apr 8, 2024	Common Stock	143K	$3.23	Direct	F1, F4, F5
holding	RNAC	Stock Option (Right to Buy)						33.3K	Apr 8, 2024	Common Stock	33.3K	$19.66	Direct	F1, F6

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

Explanation of Responses:

Id	Content
F1	On April 4, 2024, the issuer effected a 1-for-30 reverse stock split (the "Reverse Stock Split") of its common stock ("Common Stock"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.
F2	On March 27, 2024, the issuer held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the stockholders of the issuer approved the Reverse Stock Split and the conversion of the issuer's Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") into shares of Common Stock. On April 8, 2024, the conversion of the majority of the shares of Series A Preferred Stock occurred automatically (the "Automatic Conversion"). The remaining shares of Series A Preferred Stock remain subject to certain beneficial ownership limitations described in the issuer's filings with the Securities and Exchange Commission. Prior to the Automatic Conversion, the option was exercisable for 2,984.676 shares of Series A Non-Voting Convertible Preferred Stock of the issuer ("Series A Preferred Stock") and would have become exercisable for an additional 89.093 shares each month until it was fully exercisable on June 16, 2025.
F3	On November 13, 2023, the issuer acquired the private Delaware corporation which was then known as Cartesian Therapeutics, Inc. ("Old Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. Options to purchase Old Cartesian common stock held by the reporting person were converted into options to purchase shares of Series A Preferred Stock in connection with the acquisition.
F4	Following the Automatic Conversion, the option is currently exercisable for 99,483 shares of Common Stock and becomes exercisable for an additional 2,969 shares of Common Stock each month until is is fully exercisable on June 16, 2025.
F5	Following the Automatic Conversion, options previously exercisable for shares of Series A Preferred Stock may be exercised solely for shares of Common Stock.
F6	This option vests as to 25% on January 2, 2025. The remainder of the underlying shares will vest in three equal annual installments thereafter so that the underlying shares will be fully vested on January 2, 2028.