Carmell Therapeutics (CTCX) Form 4 ALPHA HEALTHCARE ACQUISITION CORP III / Richard A Upton 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^*

Upton Richard A

(Last) (First) (Middle)

C/O CARMELL THERAPEUTICS CORPORATION

2403 SIDNEY STREET, SUITE 300

(Street)

PITTSBURGH PA 15203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALPHA HEALTHCARE ACQUISITION CORP III [ CTCX ]

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)
07/14/2023

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								1,230,484	I	Carmell Series of Harbor Light Direct Investment, LLC(1)
Common Stock								108,535	I	Harbor Light Direct Investment, LP(1)

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)	$2.11	07/14/2023		A		76,878		(2)	09/23/2031	Common Stock	76,878	(3)	76,878	D
Common Stock Warrants	$6.7107	07/14/2023		J(5)		895		(4)	09/30/2024	Common Stock	895	(5)	895	I	Carmell Series of Harbor Light Direct Investment, LLC(1)
Common Stock Warrants	$6.7107	07/14/2023		J(5)		69		(4)	09/30/2032	Common Stock	69	(5)	69	I	Harbor Light Direct Investment, LP(1)

Explanation of Responses:

1. Mr. Upton is General Partner at Harbor Light Capital Partners, which is affiliated with the entities listed above. By virtue of this relationship, Mr. Upton may be deemed to share beneficial ownership of the securities held of record by the entities listed above. Mr. Upton disclaims any such beneficial ownership except to the extent of his pecuniary interest.

2. Options to purchase 76,878 shares of common stock of Legacy Carmell (as defined below) granted on September 23, 2021, which vest as follows: 25% vested on September 23, 2022 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.

3. On July 14, 2023, Alpha Healthcare Acquisition Corp. III ("ALPA") consummated a business combination (the "Business Combination") by and among ALPA, Candy Merger Sub, Inc., a Delaware Corporation ("Merger Sub") and Carmell Regen Med Corporation, a Delaware corporation ("Legacy Carmell"), ALPA changed its name to "Carmell Therapeutics Corporation" and Merger Sub merged with and into Legacy Carmell. As part of the Business Combination, each Legacy Carmell stock option was exchanged for a stock option to acquire 0.06154 shares of common stock of Carmell Therapeutics Corporation.

4. These warrants are currently exercisable.

5. As part of the Business Combination, existing warrants to purchase common stock of Legacy Carmell were exchanged for 0.06154 warrants to purchase shares of common stock of Carmell Therapeutics Corporation.

	/s/ Randolph W. Hubbell, Attorney-in-Fact	07/18/2023
	** Signature of Reporting Person	Date
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