Randle Stuart A Form 3 Comera Life Sciences / STUART A RANDLE ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RANDLE STUART A

(Last) (First) (Middle)

12 GILL STREET, SUITE 4650

(Street)

WOBURN MA 01801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2022

3. Issuer Name and Ticker or Trading Symbol
Comera Life Sciences Holdings, Inc. [ CMRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,686(1)	D
Common Stock	31,647(1)(2)	I	Add See Footnotes(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earn-Out Shares	(3)	(3)	Common Stock	8,065	(3)	I	See Footnotes(2)
Earn-Out Shares	(3)	(3)	Common Stock	2,213	(3)	D

Explanation of Responses:

1. The Reporting Person acquired these securities on May 19, 2022 in exchange for the Reporting Person's holdings in Comera Life Sciences, Inc. (the "Company") pursuant to the Business Combination Agreement, dated January 31, 2022, as amended, by and among OTR Acqusition Corp. (the "SPAC"), Comera Life Sciences Holdings, Inc. ("Holdco"), CLS Sub Merger 1 Corp., ("Company Merger Sub"), CLS Sub Merger 2 Corp. ("SPAC Merger Sub") and the Company (the "Agreement").

2. These shares are owned directly by The Stuart A. Randle of 1998 (the "Trust"). Mr. Stuart Randle is the trustee of the Trust, and may be deemed to be a beneficial owner of these shares.

3. Each earn-out share represents a contingent right to receive a share of Holdco common stock. Pursuant to an "earn-out" provision in the Agreement, the Reporting Person will be entitled to receive the earn-out shares if, at any time during the period beginning on May 19,2022 and ending on May 19, 2024, the VWAP of Holdco common stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days.

Remarks:

	/s/ Stuart Randle	05/20/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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