Regina Hodits - 07 Mar 2023 Form 4 Insider Report for Carisma Therapeutics Inc. (CARM)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
09 Mar 2023, 20:29:18 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Richard Morris, as Attorney-in-Fact for Regina Hodits

Key filing fact

Regina Hodits filed Form 4 for Carisma Therapeutics Inc. (CARM) on 09 Mar 2023.

Key facts

  • This page summarizes Regina Hodits's Form 4 filing for Carisma Therapeutics Inc. (CARM).
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 09 Mar 2023, 20:29.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CARM transaction

Common Stock

Award

Transaction value
Shares
+2,297,546
Change %
Price
Shares after
2,297,546
Date
07 Mar 2023
Ownership
See Footnote
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

In connection with the merger of Sesen Bio, Inc. ("Sesen Bio") and private company CARISMA Therapeutics Inc. ("Carisma"), pursuant to the Agreement and Plan of Merger and Reorganization dated as of September 20, 2022, as amended by the First Amendment thereto dated as of December 29, 2022 and the Second Amendment thereto dated as of February 13, 2023 (as amended, the "Merger Agreement"), which closed on March 7, 2023 (the "Closing"), (i) each share of Carisma common stock was converted into the right to receive 1.8994 shares of Sesen Bio common stock (the "Exchange Ratio") and (ii) each outstanding and unexercised option to purchase shares of Carisma common stock converted into an option to purchase shares of Sesen Bio common stock, with necessary adjustments to reflect the Exchange Ratio but otherwise the same terms and conditions.

Footnote F2

The Exchange Ratio gives effect to the 1-for-20 reverse stock split of Sesen Bio's common stock. On the Closing date, the closing price of Sesen Bio common stock was $0.6288 (unadjusted). Upon Closing, Sesen Bio was renamed "Carisma Therapeutics Inc."

Footnote F3

These shares are held of record by Wellington Life Sciences V GmbH & Co. KG, or the Wellington Fund. The Wellington Fund is represented by Wellington Life Sciences Venture Capital Consulting GmbH, or the Wellington General Partner. The Wellington General Partner holds voting and investment control over the shares. The Reporting Person, in her function as managing director of the Wellington General Partner, has individual signatory power as well as voting and/or investment control over the securities. The Reporting Person disclaims beneficial ownership of all shares held by the Wellington Fund except to the extent of her pecuniary interest therein, if any.

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