Knuettel Francis II Form 4/A Chromocell Therapeutics / Knuettel Francis II ownership change

SEC Form 4

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^*

Francis Knuettel II

(Last) (First) (Middle)

C/O CHROMOCELL THERAPEUTICS CORPORATION

4400 ROUTE 9 SOUTH, SUITE 1000

(Street)

FREEHOLD NJ 07728

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Chromocell Therapeutics Corp [ CHRO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, Pres., CFO Treas & Secty

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/21/2024

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 Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option	$22.68	02/21/2024		A		2,778		02/21/2024	01/10/2033	Common Stock	2,778	(1)	25,001	I	Camden Capital LLC(2)

Explanation of Responses:

1. On February 23, 2024, the Reporting Person filed a Form 4 which inadvertently reported that, Camden Capital LLC disposed of 2,778 shares of the Issuer's common stock. In fact, following the grant of stock options to Camden Capital LLC, it acquired 2,778 shares of the Issuer's common stock at an exercise price of $22.68 per share, which became exercisable upon the closing of Issuer's initial public offering.

2. The securities are held by Camden Capital LLC. The Reporting Person, as the manager of Camden Capital LLC, is deemed to be a beneficial owner of these securities.

	/s/ Francis Knuettel II	06/18/2024
	** 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).
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