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: Miljkovic Milos (Chief Medical Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-08	Stock Option (Right to Buy)	$107.59	M	2565.872	Disposed	2031-09-12	Series A Non-Voting Convertible Preferred Stock (2565.872)	Direct
2024-04-08	Stock Option (Right to Buy)	$3.23	M	85528	Acquired	2031-09-12	Common Stock (85528)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18273	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$19.656	2034-01-01	Common Stock (23433)	23433	Direct

Footnotes

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 1,282.936 shares of Series A Preferred Stock and would have become exercisable for the remaining 1,282.936 shares of Series A Preferred Stock in two equal tranches on September 13, 2024 and 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 42,764 shares of Common Stock and becomes exercisable for the remaining 42,764 shares of Common Stock in two equal tranches on September 13, 2024 and 2025.

F5: Following the Automatic Conversion, options previously exercisable for 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.