Comera Life Sciences (CMRA) Form 4 Comera Life Sciences / Edward Aloysius Jr. Sullivan 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^*

Sullivan Edward Aloysius Jr.

(Last) (First) (Middle)

C/O COMERA LIFE SCIENCES HOLDINGS, INC.

12 GILL STREET, SUITE 4650

(Street)

WOBURN MA 01801

(City) (State) (Zip)

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

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)
08/31/2023

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

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 Purchase)	$0.6995	08/31/2023(1)		A		75,934		08/31/2023(2)	08/10/2033	Common Stock	75,934	$0(3)	75,934	D

Explanation of Responses:

1. The option grant was approved by the registrant's board of directors on August 10, 2023, subject to stockholder approval of an amendment to the Comera Life Sciences Holdings, Inc. 2022 Equity and Incentive Plan (the "Plan") under which the option was granted. The registrant's stockholders approved the Plan amendment on August 31, 2023.

2. The options became fully vested on the date the Plan amendment was approved by the registrant's stockholders.

3. In furtherance of the registrant's cash conservation efforts, the options were granted in lieu of the annual cash retainer and committee fees due to non-employee directors for the quarter ended June 30, 2023, in accordance with the registrant's February 2023 temporary modification to its non-employee director compensation plan. This option was issued to the reporting person in lieu of retainer fees of $16,250. For more information related to the registrant's non-employee director compensation plan and the February 2023 temporary modification, see the registrant's Annual Report on Form 10-K for the year ended December 31, 2022.

	/s/ Ryan M. Rourke Reed, Attorney-in-Fact	09/01/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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