Cartesian Therapeutics (RNAC) Form 4 Cartesian Therapeutics / Elizabeth Hoge 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Hoge Elizabeth

(Last) (First) (Middle)

C/O CARTESIAN THERAPEUTICS, INC.

704 QUINCE ORCHARD ROAD

(Street)

GAITHERSBURG MD 20878

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cartesian Therapeutics, Inc. [ RNAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2024

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

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

	Form filed by One Reporting Person
X	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
Common Stock	10/11/2024		M		1,518,373	A	(1)	4,555,260	I	as trustee(2)
Common Stock								506,377	I	by spouse

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
Series A Non-Voting Convertible Preferred Stock	(1)	10/11/2024		M			45,551.19	(1)	(1)	Common Stock	1,518,373	(3)	56,402.254	I	as trustee(2)

1. Name and Address of Reporting Person^*

Hoge Elizabeth

(Last) (First) (Middle)

C/O CARTESIAN THERAPEUTICS, INC.

704 QUINCE ORCHARD ROAD

(Street)

GAITHERSBURG MD 20878

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Seven One Eight Three Four Irrevocable Trust

(Last) (First) (Middle)

C/O CARTESIAN THERAPEUTICS, INC.

704 QUINCE ORCHARD ROAD

(Street)

GAITHERSBURG MD 20878

(City) (State) (Zip)

Explanation of Responses:

1. On October 11, 2024, Seven One Eight Three Four Irrevocable Trust (the "Trust") elected to convert a portion of its shares of the issuer's Series A Non-Voting Convertible Preferred Stock into shares of the issuer's common stock. The remaining shares of the issuer's Series A Non-Voting Convertible Preferred Stock held by the Trust are subject to a beneficial ownership limitation.

2. Shares are held by the Trust. The reporting person is a trustee of the Trust.

3. On November 13, 2023, the issuer acquired the private Delaware corporation which was then known as Cartesian Therapeutics, Inc. in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023 (the "Merger"). These securities represent merger consideration payable as a result of the closing of the Merger and securities purchased in a private placement in November 2023.

	/s/ Murat Kalayoglu, Authorized Person	10/15/2024
	/s/ Murat Kalayoglu, Authorized Person	10/15/2024
	** 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).
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.