| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ocean Biomedical, Inc. [ OCEA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock, par value $0.0001 | 02/14/2023 | A(1) | 456,852(2) | A | $10 | 456,852 | D(3) | |||
| Class A Common Stock, par value $0.0001 | 02/14/2023 | A(1) | 22,842,756(4) | A | $10 | 22,842,756 | I | By Poseidon Bio, LLC(5) | ||
| Class A Common Stock, par value $0.0001 | 02/14/2023 | J(9) | V | 456,852 | D | (9) | 0 | D(3) | ||
| Common Stock, par value $0.0001 | 02/14/2023 | J(9) | V | 456,852 | A | (9) | 456,852 | D(3) | ||
| Class A Common Stock, par value $0.0001 | 02/14/2023 | J(9) | V | 22,842,756 | D | (9) | 0 | I | By Poseidon Bio, LLC(5) | |
| Common Stock, par value $0.0001 | 02/14/2023 | J(9) | V | 22,842,756 | A | (9) | 22,842,756 | I | By Poseidon Bio, LLC(5) | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Earnout Rights(6) | (7) | 02/14/2023 | J(7) | 371,656 | (7) | 02/14/2026 | Class A Common Stock | 371,656 | (7) | 371,656 | D(3) | ||||
| Earnout Rights(6) | (8) | 02/14/2023 | J(8) | 18,582,930 | (8) | 02/14/2026 | Class A Common Stock | 18,582,930 | (8) | 18,582,930 | I | By Poseidon Bio, LLC(5) | |||
| Earnout Rights | (10) | 02/14/2023 | J(10) | V | 371,656 | (10) | 02/14/2026 | Class A Common Stock | 371,656 | (10) | 0 | D(3) | |||
| Earnout Rights | (10) | 02/14/2023 | J(10) | V | 371,656 | (10) | 02/14/2026 | Common Stock | 371,656 | (10) | 371,656 | D(3) | |||
| Earnout Rights | (10) | 02/14/2023 | J(10) | V | 18,582,930 | (10) | 02/14/2026 | Class A Common Stock | 18,582,930 | (10) | 0 | I | By Poseidon Bio, LLC(5) | ||
| Earnout Rights | (10) | 02/14/2023 | J(10) | V | 18,582,930 | (10) | 02/14/2026 | Common Stock | 18,582,930 | (10) | 18,582,930 | I | By Poseidon Bio, LLC(5) | ||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Business Combination Agreement. |
| 2. Represents shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Issuer Class A Common Shares"), acquired by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), the Founder, Executive Chairman, and a director of the Issuer, as consideration for Dr. Kathuria's shares of Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date. |
| 3. These securities are owned directly by Dr. Kathuria. |
| 4. Represents Issuer Class A Common Shares acquired by Poseidon Bio, LLC ("Poseidon"), as consideration for Poseidon's shares of Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date. |
| 5. These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 6. As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment"). |
| 7. On the Closing Date of the Merger, Dr. Kathuria received the Earnout Right to acquire his Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Dr. Kathuria to receive up to 371,656 Earnout Shares, (i) 97,804 of which will be issued in connection with the First Earnout Share Payment, (ii) 136,926 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 136,926 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Dr. Kathuria's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger. |
| 8. On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger. |
| 9. Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001. |
| 10. Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001. |
| Remarks: |
| Exhibit 24.1: Power of Attorney (Chirinjeev Kathuria) Exhibit 24.2: Power of Attorney (Poseidon Bio, LLC) |
| /s/ Katherine E. Spiser, as attorney-in-fact for Chirinjeev Kathuria | 02/16/2023 | |
| /s/ Katherine E. Spiser, as attorney-in-fact for Chirinjeev Kathuria, as Managing Director of Poseidon Bio, LLC | 02/16/2023 | |
| ** 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. | ||
