| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CERO THERAPEUTICS HOLDINGS, INC. [ CERO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrant | $0.0001 | 02/07/2025 | A | 306,120 | 02/07/2025 | (1) | Common Stock | 306,120 | $0.0001 | 306,120 | D | ||||
| Pre-Funded Warrant | $0.0001 | 02/07/2025 | A | 204,080 | 02/07/2025 | (1) | Common Stock | 204,080 | $0.0001 | 204,080 | I | By GVN, LLC(2) | |||
| Warrant to Purchase Shares of Common Stock | $1.96 | 02/07/2025 | A | 306,120 | (1) | (1) | Common Stock | 306,120 | $1.9599 | 306,120 | D | ||||
| Warrant to Purchase Shares of Common Stock | $1.96 | 02/07/2025 | A | 204,080 | (1) | (1) | Common Stock | 204,080 | $1.9599 | 204,080 | I | By GVN, LLC(2) | |||
| Explanation of Responses: |
| 1. On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, the reporting persons purchased Pre-Funded Warrants, which are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer"), and an equal number of Warrants, which will become exercisable immediately upon the Issuer's receipt of stockholder approval (the "Stockholder Approval Date") for an exercise price of $1.96 per share, for shares of the Issuer's common stock. The aggregate purchase price for each pair of Pre-Funded Warrants and Warrants was $1.9599. The Warrants will expire on the fifth anniversary of the Stockholder Approval Date. |
| 2. GVN, LLC (the "LLC") is a limited liability company of which the sole member is the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust"). Mr. Atwood and his wife are the managers of the LLC and the trustees of the Trust. Accordingly, Mr. Atwood may be deemed to have beneficial ownership of the securities held directly by the LLC. |
| /s/ Brian G. Atwood | 02/07/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
