Michael Singer Form 4 Cartesian Therapeutics / Michael Singer 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^*

Singer Michael

(Last)

(First)

(Middle)

C/O CARTESIAN THERAPEUTICS, INC.

704 QUINCE ORCHARD ROAD

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cartesian Therapeutics, Inc. [ RNAC ]

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)
12/22/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2024		A⁽¹⁾		178,000	A	$0	288,123	D
Common Stock								197,663	I	by trust⁽²⁾
Common Stock								49,555	I	as custodian⁽³⁾
Common Stock								49,555	I	as custodian⁽⁴⁾
Common Stock								3,670	I	by trust⁽⁵⁾
Common Stock								29,212	I	by trust⁽⁶⁾
Common Stock								7,616	I	by spouse⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.6552	01/02/2024		A		228,000		⁽⁸⁾	01/01/2034	Common Stock	228,000	$0	228,000	D
Series A Convertible Preferred Stock	⁽⁹⁾	12/22/2023		G⁽¹⁰⁾			3,000	⁽⁹⁾	⁽⁹⁾	Common Stock	3,000,000	$0	3,304.559	D
Series A Convertible Preferred Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	6,304,559		6,304.559	I	by trust⁽²⁾
Series A Convertible Preferred Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	11,316,263		11,316.263	I	by trust⁽⁶⁾
Series A Convertible Preferred Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	1,672,389		1,672.389	I	by trust⁽⁶⁾
Series A Convertible Preferred Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	210,152		210.152	I	by trust⁽⁵⁾
Series A Convertible Preferred Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	2,837,052		2,837.052	I	as custodian⁽³⁾
Series A Convertible Preferred Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	2,837,052		2,837.052	I	as custodian⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	436,066		436.066	I	by spouse⁽⁷⁾

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of common stock, which will vest in three equal annual installments so that the underlying shares will be fully vested on January 2, 2027.

2. Shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of the trust.

3. The shares are held for LS, the child of the reporting person, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which the reporting person serves as custodian.

4. The shares are held for SS, the child of the reporting person, through a custodial account established pursuant to the UTMA for which the reporting person serves as custodian.

5. Shares are held in a trust for which the reporting person is a beneficiary. The reporting person's spouse is a trustee of the trust.

6. Shares are held in a trust for which the reporting person is a beneficiary. The reporting person is a trustee of the trust.

7. Shares are held by the reporting person's spouse.

8. This award will vest in 36 equal monthly installments, so that it shall be fully vested on the third anniversary of the date of grant.

9. Following the approval by the Stockholders of the conversion of the Series A Non-Voting Convertible Preferred Stock of the Company ("Series A Preferred Stock") into shares of common stock of the Company ("Common Stock"), each share of Series A Preferred Stock will be convertible into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

10. Bona fide gift to Yale University.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Matthew Bartholomae, Attorney-in-Fact for Michael Singer	01/04/2024
	** 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.

Michael Singer Form 4Cartesian Therapeutics / Michael Singer ownership change