Cartesian Therapeutics (RNAC) Form 4 Cartesian Therapeutics / Carsten Brunn 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^*

Brunn Carsten

(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
X	Officer (give title below)	Other (specify below)
President and CEO

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
Common Stock	11/13/2023		D		55,000(1)	D	$2.06	728,081	D
Common Stock	11/13/2023		D		13,600(2)	D	$2.06	714,481	D
Common Stock	11/13/2023		D		169,725(3)	D	$2.06	544,756	D
Common Stock	11/13/2023		D		282,800(4)	D	$2.06	261,956	D

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 (right to buy)	$6.03	11/13/2023		D			1,000,000	(5)	11/30/2028	Common Stock	1,000,000	(5)	0	D
Employee Stock Option (right to buy)	$2.2	11/13/2023		D			330,000	(6)	02/24/2029	Common Stock	330,000	(6)	0	D
Employee Stock Option (right to buy)	$1.75	11/13/2023		D			400,000	(7)	10/06/2029	Common Stock	400,000	$0.31	0	D
Employee Stock Option (right to buy)	$2.3	11/13/2023		D			600,000	(8)	01/01/2030	Common Stock	600,000	(8)	0	D
Employee Stock Option (right to buy)	$2.84	11/13/2023		D			75,000	(9)	06/30/2030	Common Stock	75,000	(9)	0	D
Employee Stock Option (right to buy)	$2.99	11/13/2023		D			670,000	(10)	01/03/2031	Common Stock	670,000	(10)	0	D
Employee Stock Option (right to buy)	$4.32	11/13/2023		D			163,000	(11)	09/23/2031	Common Stock	163,000	(11)	0	D
Employee Stock Option (right to buy)	$3.31	11/13/2023		D			1,056,100	(12)	01/02/2032	Common Stock	1,056,100	(12)	0	D
Employee Stock Option (right to buy)	$1.13	11/13/2023		D			1,275,000	(13)	01/01/2033	Common Stock	1,275,000	$0.93	0	D

Explanation of Responses:

1. This unvested restricted stock, which was granted on January 4, 2021, was canceled in the merger (the "Merger") between Selecta Biosciences, Inc. and Cartesian Therapeutics, Inc., in exchange for $113,300, representing $2.06 per share, the Cash-out Amount as applied in the Merger.

2. This unvested restricted stock, which was granted on September 24, 2021, was canceled in the Merger, in exchange for $28,016, representing $2.06 per share, the Cash-out Amount as applied in the Merger.

3. This unvested restricted stock, which was granted on January 3, 2022, was canceled in the Merger, in exchange for $349,633.50, representing $2.06 per share, the Cash-out Amount as applied in the Merger.

4. This unvested restricted stock, which was granted on January 2, 2023, was canceled in the Merger, in exchange for $582,568, representing $2.06 per share, the Cash-out Amount as applied in the Merger.

5. This option, which provided for vesting as to 25% of the shares on December 1, 2019 with the remainder of the shares vesting in 36 substantially equal monthly installments thereafter, was canceled in the Merger.

6. This option, which provided for vesting as to 25% of the shares on February 25, 2020 with the remainder of the shares vesting in 36 substantially equal monthly installments thereafter, was canceled in the Merger.

7. This option, which provided for vesting as to 50% of the shares on October 7, 2020 and the remaining 50% of the shares on October 7, 2021, was canceled in the Merger, in exchange for a cash payment of $124,000, representing the difference between the exercise price of the option and $2.06, the Cash-out Amount as applied in the Merger.

8. This option, which provided for vesting as to 25% of the shares on January 2, 2021 with the remainder of the shares vesting in 36 substantially equal monthly installments thereafter, was canceled in the Merger.

9. This option, which provided for vesting as to 25% of the shares on July 1, 2021 with the remainder of the shares vesting in 36 substantially equal monthly installments thereafter, was canceled in the Merger.

10. This option, which provided for vesting as to 25% of the shares on January 4, 2022 with the remainder of the shares vesting in 36 substantially equal monthly installments thereafter, was canceled in the Merger.

11. This option, which provided for vesting as to 25% of the shares on September 24, 2022 with the remainder of the shares vesting in 36 substantially equal monthly installments thereafter, was canceled in the Merger.

12. This option, which provided for vesting as to 25% of the shares on January 3, 2023 with the remainder of the shares vesting in 36 substantially equal monthly installments thereafter, was canceled in the Merger.

13. This option, which provided for vesting as to 25% of the shares on January 2, 2024 with the remainder of the shares vesting in 36 substantially equal monthly installments thereafter, was canceled in the Merger, in exchange for a cash payment of $1,185,750, 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 Carsten Brunn	11/15/2023
	** 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.