David Soane - Dec 29, 2023 Form 4 Insider Report for Comera Life Sciences Holdings, Inc. (CMRA)

Role
10%+ Owner
Signature
David Soane (individually)
Stock symbol
CMRA
Transactions as of
Dec 29, 2023
Transactions value $
$204,545,400,000
Form type
4
Date filed
1/3/2024, 06:30 PM
Previous filing
Sep 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CMRA Common Stock 284K Dec 29, 2023 By Trust F1, F2, F7
holding CMRA Common Stock 284K Dec 29, 2023 By Trust F1, F3, F7
holding CMRA Common Stock 3.34M Dec 29, 2023 By Trust F4, F5
holding CMRA Common Stock 590K Dec 29, 2023 Direct F6

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 CMRA 12% Senior Secured Convertible Note Purchase $102B +1.36M $75,000.00* 1.36M Dec 29, 2023 Common Stock 1.36M $0.06 By Trust F2
transaction CMRA 12% Senior Secured Convertible Note Purchase $102B +1.36M $75,000.00* 1.36M Dec 29, 2023 Common Stock 1.36M $0.06 By Trust F3
transaction CMRA Warrant (right to buy) Purchase $0 +2.73M $0.00 2.73M Dec 29, 2023 Common Stock 2.73M $0.06 By Trust F2
transaction CMRA Warrant (right to buy) Purchase $0 +2.73M $0.00 2.73M Dec 29, 2023 Common Stock 2.73M $0.06 By Trust F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 4,298 Earn-Out Shares. Earn-Out Shares are shares of Common Stock held in escrow, which shares will be released if, at any time prior to May 19, 2024, either (i) the volume-weighted average price of the Common Stock is equal to or greater than $12.50 for twenty trading days within a thirty trading day period or (ii) upon a change of control with aggregate consideration in excess of $12.50 per share of Common Stock.
F2 Held by the Alexander V. Soane 2019 Irrevocable Trust. Members of David Soane's immediate family serve as trustee and are beneficiaries of such trusts. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes
F3 Held by the Nicholas V. Soane 2019 Irrevocable Trust. Members of David Soane's immediate family serve as trustee and are beneficiaries of such trusts. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes
F4 Includes 663,288 Earn-Out Shares
F5 Held by The Soane Family Trust, of which David Soane is a trustee and members of the Dr. Soane's immediate family are trustees and beneficiaries. Dr. Soane disclaims beneficial ownership except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes
F6 Includes 119,779 Earn-Out Shares
F7 Excludes shares of Series A Convertible Perpetual Preferred Stock, par value $.0001 per share ("Series A Preferred Stock") held by Comera SPV LLC ("Comera SPV"). The trust is a member of and has an economic interest in the Comera SPV, but it does not have voting or dispositive power with respect to any shares of the Series A Preferred Stock. The trust disclaims beneficial ownership of the Series A Preferred Stock held by the Comera SPV.