Cartesian Therapeutics, Inc. — Director's Dealing 2024

Apr 11, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cartesian Therapeutics, Inc. (RNAC)
CIK: 0001453687
Period of Report: 2024-04-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-08	Common Stock	M	491853	—	Acquired	506377	Direct
2024-04-08	Common Stock	M	2926764	—	Acquired	3036887	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-08	Series A Non-Voting Convertible Preferred Stock	$	M	14755.609	Disposed		Common Stock (491853)	Direct
2024-04-08	Series A Non-Voting Convertible Preferred Stock	$	M	87802.95	Disposed		Common Stock (2926764)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$19.656	2034-01-01	Common Stock (7600)	7600	Direct

Footnotes

F1: On March 27, 2024, issuer held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the issuer's stockholders 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 issuer's filings with the Securities and Exchange Commission. At the time of the Automatic Conversion, the reporting person's shares of Series A Preferred Stock were limited to the extent that doing so would result in the reporting person beneficially owning greater than 19.9% of the issuer's outstanding Common Stock after giving effect to such conversion.

F2: On April 4, 2024, the issuer effected a 1-for-30 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.

F3: 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.

F4: On November 13, 2023, the issuer acquired the private Delaware corporation which was then known as Cartesian Therapeutics, Inc. in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023 (the "Merger"). These securities represent merger consideration payable as a result of the closing of the Merger.

F5: These securities represent merger consideration payable as a result of the closing of the Merger and securities purchased in a private placement in November 2023.

F6: This award will vest in 36 equal monthly installments, so that it shall be fully vested on the third anniversary of the date of grant.