Cartesian Therapeutics (RNAC) Form 4 Cartesian Therapeutics / PATRICK J ZENNER 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^*

ZENNER PATRICK J

(Last) (First) (Middle)

C/O CARTESIAN THERAPEUTICS, INC.

65 GROVE STREET

(Street)

WATERTOWN MA 02472

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2023

4. 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 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
Stock Option (Right to Buy)	$17.47	11/13/2023		D			12,820	(1)	06/15/2027	Common Stock	12,820	(1)	0	D
Stock Option (Right to Buy)	$12.75	11/13/2023		D			10,000	(2)	06/14/2028	Common Stock	10,000	(2)	0	D
Stock Option (Right to Buy)	$2.1	11/13/2023		D			10,000	(3)	06/13/2029	Common Stock	10,000	(3)	0	D
Stock Option (Right to Buy)	$3	11/13/2023		D			20,000	(4)	06/18/2030	Common Stock	20,000	(4)	0	D
Stock Option (Right to Buy)	$4.01	11/13/2023		D			40,000	(5)	03/29/2031	Common Stock	40,000	(5)	0	D
Stock Option (Right to Buy)	$3.31	11/13/2023		D			40,000	(6)	01/02/2032	Common Stock	40,000	(6)	0	D
Stock Option (Right to Buy)	$1.13	11/13/2023		D			75,000	(7)	01/01/2033	Common Stock	75,000	$0.93	0	D

Explanation of Responses:

1. This option, which provided for vesting in thirty-six (36) substantially equal monthly installments over three years following the date of grant on June 16, 2017, was canceled in the merger (the "Merger") between Selecta Biosciences, Inc. and Cartesian Therapeutics, Inc.

2. This option, which provided for vesting in full on June 13, 2019, was canceled in the Merger.

3. This option, which provided for vesting in full on June 14, 2020, was canceled in the Merger.

4. This option, which provided for vesting in full on June 17, 2021, was canceled in the Merger.

5. This option, which provided for vesting in full on March 30, 2022, was canceled in the Merger.

6. This option, which provided for vesting in full on January 3, 2023, was canceled in the Merger.

7. This option, which provided for vesting in full on January 2, 2024, was canceled in the Merger in exchange for a cash payment of $69,750, representing the difference between the exercise price of the option and $2.06, the Cash-out Amount as applied in the Merger.

Remarks:

	/s/ Matthew Bartholomae, Attorney-in-Fact for Patrick Zenner	11/15/2023
	** 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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