Cartesian Therapeutics, Inc. — Director's Dealing 2024

Jan 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cartesian Therapeutics, Inc. (RNAC)
CIK: 0001453687
Period of Report: 2023-12-22

Reporting Person: Singer Michael (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-02	Common Stock	A	178000	—	Acquired	288123	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-01-02	Stock Option (Right to Buy)	$0.6552	A	228000	Acquired	2034-01-01	Common Stock (228000)	Direct
2023-12-22	Series A Convertible Preferred Stock	$	G	3000	Disposed		Common Stock (3000000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	197663	Indirect
Common Stock	49555	Indirect
Common Stock	49555	Indirect
Common Stock	3670	Indirect
Common Stock	29212	Indirect
Common Stock	7616	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (6304559)	6304.559	Indirect
Series A Convertible Preferred Stock	$		Common Stock (11316263)	11316.263	Indirect
Series A Convertible Preferred Stock	$		Common Stock (1672389)	1672.389	Indirect
Series A Convertible Preferred Stock	$		Common Stock (210152)	210.152	Indirect
Series A Convertible Preferred Stock	$		Common Stock (2837052)	2837.052	Indirect
Series A Convertible Preferred Stock	$		Common Stock (2837052)	2837.052	Indirect
Series A Convertible Preferred Stock	$		Common Stock (436066)	436.066	Indirect

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of common stock, which will vest in three equal annual installments so that the underlying shares will be fully vested on January 2, 2027.

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

F3: The shares are held for LS, the child of the reporting person, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which the reporting person serves as custodian.

F4: The shares are held for SS, the child of the reporting person, through a custodial account established pursuant to the UTMA for which the reporting person serves as custodian.

F5: Shares are held in a trust for which the reporting person is a beneficiary. The reporting person's spouse is a trustee of the trust.

F6: Shares are held in a trust for which the reporting person is a beneficiary. The reporting person is a trustee of the trust.

F7: Shares are held by the reporting person's spouse.

F8: 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.

F9: 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 A 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.

F10: Bona fide gift to Yale University.