Aesther Healthcare Sponsor Form 4 Ocean Biomedical / SURENDRA K AJJARAPU 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^*

AJJARAPU SURENDRA K

(Last) (First) (Middle)

515 MADISON AVENUE, SUITE 8078

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ocean Biomedical, Inc. [ OCEA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2023

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, par value $0.0001(1)(2)	02/28/2023		J(3)		2,625,000(2)	D	(3)	1,365,000	I	By Aesther Healthcare Sponsor, LLC(4)
Common Stock, par value $0.0001	02/28/2023		J(5)		469,300	A	(5)	469,300	I	By Surendra Ajjarapu Revocable Trust 2007(6)
Common Stock, par value $0.0001	02/28/2023		J(7)		258,200	A	(7)	258,200	I	By Sandhya Ajjarapu Revocable Trust 2007(8)

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
Private Placement Warrant(9)	$11.5(10)	02/14/2023		P(9)		5,411,000		03/14/2023(10)	02/14/2028(11)	Class A Common Stock	5,411,000	$1	5,411,000	I	By Aesther Healthcare Sponsor, LLC(4)
Private Placement Warrant	$11.5	02/14/2023		J(12)	V		5,411,000	(12)	02/14/2028(11)	Class A Common Stock	5,411,000	(12)	0	I	By Aesther Healthcare Sponsor, LLC(4)
Private Placement Warrant	$11.5	02/14/2023		J(12)	V	5,411,000		(12)	02/14/2028(11)	Common Stock	5,411,000	(12)	5,411,000	I	By Aesther Healthcare Sponsor, LLC(4)
Private Placement Warrant	$11.5	02/28/2023		J(13)			5,411,000	03/14/2023	02/14/2028(11)	Common Stock	5,411,000	(13)	0	I	By Aesther Healthcare Sponsor, LLC(4)
Private Placement Warrant	$11.5	02/28/2023		J(14)		1,291,000		03/14/2023	02/14/2028(11)	Common Stock	1,291,000	(13)(14)	1,291,000	I	By Sandhya Ajjarapu Revocable Trust 2007(8)

1. Name and Address of Reporting Person^*

AJJARAPU SURENDRA K

(Last) (First) (Middle)

515 MADISON AVENUE, SUITE 8078

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aesther Healthcare Sponsor, LLC

(Last) (First) (Middle)

515 MADISON AVENUE, SUITE 8078

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the closing on February 14, 2023 (the "Closing") of the business combination (the "Business Combination") between Aesther Healthcare Acquisition Corp. ("AHAC") and Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), pursuant to that certain Agreement and Plan of Merger, dated August 31, 2022 and amended on December 5, 2022, between AHAC, Aesther Healthcare Sponsor, LLC (the "Sponsor"), AHAC Merger Sub, Inc. ("Merger Sub"), Legacy Ocean, and Dr. Chirinjeev Kathuria, AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer").

2. 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 share of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001 (the "Common Stock").

3. These shares were originally shares of AHAC's Class B Common Stock, par value $0.0001 per share (the "Class B Founder Shares"), that the Sponsor owned prior to the Business Combination. In connection with the Closing of the Business Combination, the Class B Founder Shares automatically converted into shares of the Issuer's Class A Common Stock on a one-for-one basis on the Closing Date, and the Class A Common Stock was then reclassified on a one-for-one basis into Common Stock in accordance with the Reclassification. In accordance with an instruction letter to the Sponsor's transfer agent (the "Instruction Letter"), the Sponsor instructed the Transfer Agent to transfer these shares to certain of the Sponsor's members for no consideration (such transaction, the "Transfer").

4. These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. As part of the Sponsor's Transfer of 2,625,000 shares of Common Stock to its members, Surendra Ajjarapu Revocable Trust 2007 (the "Surendra Trust"), a family trust, acquired 469,300 shares of Common Stock. Sandhya Ajjarapu ("Mrs. Ajjarapu"), Mr. Ajjarapu's wife, is the trustee of the Surendra Trust and is therefore deemed to have a pecuniary interest in the shares held by the Surendra Trust. Because Mrs. Ajjarapu's pecuniary interest in the Surendra Trust is attributable to Mr. Ajjarapu by nature of their spousal relationship, Mr. Ajjarapu is deemed to be the indirect beneficial owner of the shares held by the Surendra Trust.

6. These securities are owned directly by the Surendra Trust, of which Mrs. Ajjarapu is the trustee. Mr. Ajjarapu, as Mrs. Ajjarapu's spouse, is deemed to have beneficial ownership of the shares held by the Surendra Trust.

7. As part of the Sponsor's Transfer of 2,625,000 shares of Common Stock to its members, the Sandhya Ajjarapu Revocable Trust of 2007 (the "Sandhya Trust"), a family trust, acquired 258,200 shares of Common Stock. Mr. Ajjarapu is the trustee of the Sandhya Trust and maintains investment control over the Sandhya Trust. He is therefore deemed to be the indirect beneficial owner of the shares held by the Sandhya Trust.

8. These securities are owned directly by the Sandhya Trust, of which Mr. Ajjarapu is the trustee. Mr. Ajjarapu, as the trustee, is deemed to have indirect beneficial ownership of the shares held by the Sandhya Trust.

9. Simultaneously with the closing of the AHAC's initial public offering (the "IPO") on September 17, 2021, the Sponsor purchased 5,411,000 warrants (the "Private Placement Warrants") from AHAC in a private placement at a price of $1.00 per warrant, pursuant to the terms of the Private Placement Warrants Purchase Agreement between AHAC and the Sponsor dated September 14, 2021 (the "Private Placement Agreement"). The Private Placement Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing of the Business Combination, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing.

10. According to the original terms of the Private Placement Agreement, each Private Placement Warrant was exercisable to purchase one share of the Issuer's Class A Common Stock at an exercise price of $11.50 per share. The terms of the Private Placement Warrant were set forth in the Warrant Agreement, dated September 14, 2021, between AHAC and Continental Stock Transfer & Trust Company, LLC (the "Warrant Agent"). The Private Placement Warrants become exercisable 30 days after the Closing of the Business Combination.

11. The Private Placement Warrants expire on the earlier to occur of (i) February 14, 2028, the date that is five years after the Closing of the Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date (as defined in the Warrant Agreement), and (iii) the liquidation of the Trust Account (as defined in the Warrant Agreement).

12. Upon the Reclassification that was effected in connection with the Closing of the Business Combination, each share of the Issuer's Class A Common Stock underlying the Private Placement Warrants was reclassified into a share of the Issuer's Common Stock.

13. On February 28, 2023, in accordance with the Instruction Letter, the Sponsor instructed its transfer agent to distribute the Private Placement Warrants to certain of its members (the "Distribution") for no consideration, as permitted by the Warrant Agreement.

14. As part of the Distribution, the Sandhya Trust acquired 1,291,000 Private Placement Warrants. Mr. Ajjarapu is the trustee of the Sandhya Trust and maintains investment control over the Sandhya Trust. He is therefore deemed to be the indirect beneficial owner of the securities held by the Sandhya Trust.

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Surendra K. Ajjarapu) Exhibit 24.2: Power of Attorney (Aesther Healthcare Sponsor, LLC)

	/s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu	03/02/2023
	/s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu, as Manager of Aesther Healthcare Sponsor, LLC	03/02/2023
	** Signature of Reporting Person	Date
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