Comera Life Sciences (CMRA) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Phoenix Venture Partners LP

(Last) (First) (Middle)

1700 EL CAMINO REAL, SUITE 355

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2022

3. Issuer Name and Ticker or Trading Symbol
Comera Life Sciences Holdings, Inc. [ CMRA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,052,835(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earn-Out Shares	(3)	(3)	Common Stock	778,001	(3)	D(2)

Explanation of Responses:

1. These shares were issued in exchange for the Reporting Person's holdings in Comera Life Sciences, Inc. (the "Company") pursuant to the Business Combination Agreement dated January 31, 2022 among the Issuer, the Company, OTR Acqusition Corp., CLS Sub Merger 1 Corp. and CLS Sub Merger 2 Corp.

2. The shares reported are directly held by Phoenix Venture Partners LP (the "Fund"). Phoenix General Partner LLC is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

3. Each earn-out share represents a contingent right to receive one share of the Issuer's common stock if, at any time before May 19, 2024, the VWAP of the Issuer's common stock is equal to or greater than $12.50 for 20 trading days within any period of 30 consecutive trading days.

Remarks:

	/s/ Zachariah Jonasson, Managing Member of sole general partner on behalf of Phoenix Venture Partners LP	05/31/2022
	** 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 5 (b)(v).
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