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Cartesian Therapeutics, Inc. Director's Dealing 2023

Nov 15, 2023

33483_dirs_2023-11-15_5967607f-bd0b-4d2c-8563-d56223bd2844.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cartesian Therapeutics, Inc. (RNAC)
CIK: 0001453687
Period of Report: 2023-11-13

Reporting Person: Kalayoglu Murat (Director, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2023-11-13 Common Stock A 257739 Acquired 257739 Direct
2023-11-13 Common Stock J 3303699 Acquired 3303699 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2023-11-13 Series A Non-Voting Convertible Preferred Stock $ A 14755.609 Acquired Common Stock (14755609) Direct
2023-11-13 Series A Non-Voting Convertible Preferred Stock $ J 189136.767 Acquired Common Stock (189136767) Indirect
2023-11-13 Series A Non-Voting Convertible Preferred Stock $ P 619.627 Acquired Common Stock (619627) Indirect

Footnotes

F1: On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger.

F2: Shares are held in a trust (the "Trust") for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of the trust.

F3: Following the approval by the Stockholders of the conversion of the Series A Non-Voting Convertible Preferred Stock of the Company ("Series A Preferred Stock") into shares of common stock of the Company ("Common Stock"), each share of Series A Preferred Stock will be convertible into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

F4: On November 13, 2023, the Trust entered into a Securities Purchase Agreement with the Company and other investors, pursuant to which the Trust agreed to acquire 619.627 shares of Series A Preferred Stock.