Form 4 for RNAC Cartesian Therapeutics, Inc.
Accepted 2023-11-15 00:00:00 ET · period of report 2023-11-13 · accession 0001062993-23-020922 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-11-15 | 2023-11-13 | RNAC | Singer Michael | Dir, 10% | J - Other | $0.00 | +337.3K | 7,616 | New | $0 |
| D | 2023-11-15 | 2023-11-13 | RNAC | Singer Michael | Dir, 10% | A - Grant | $0.00 | +110.1K | 110.1K | New | $0 |
| DMI | 2023-11-15 | 2023-11-13 | RNAC | Singer Michael | Dir, 10% | J - Other | — | +19.3K | 1,672 | New | — |
| D | 2023-11-15 | 2023-11-13 | RNAC | Singer Michael | Dir, 10% | A - Grant | — | +6,305 | 6,305 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-11-13 | J | A | 49,555 | $0.00 | 49,555 | I as custodian | — | — | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F6) 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. |
| 2 | Common | Common Stock | 2023-11-13 | J | A | 49,555 | $0.00 | 49,555 | I by spouse | — | — | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F7) Shares are held by the reporting person's spouse. |
| 3 | Common | Common Stock | 2023-11-13 | J | A | 3,670 | $0.00 | 3,670 | I as custodian | — | — | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F5) 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 | Common | Common Stock | 2023-11-13 | J | A | 29,212 | $0.00 | 29,212 | I by trust | — | — | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F4) 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. |
| 5 | Common | Common Stock | 2023-11-13 | J | A | 197,663 | $0.00 | 197,663 | I by trust | — | — | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F3) Shares are held in a trust for which the reporting person is a beneficiary. The reporting person is a trustee of the trust. |
| 6 | Common | Common Stock | 2023-11-13 | A | A | 110,123 | $0.00 | 110,123 | D by trust | — | — | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F2) 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. |
| 7 | Common | Common Stock | 2023-11-13 | J | A | 7,616 | $0.00 | 7,616 | I | — | — | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. |
| 8 | Derivative | Series A Non-Voting Convertible Preferred Stock | 2023-11-13 | J | A | 436.07 | — | 436.07 | I | — · — to — | 436,066 Common Stock | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F8) 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 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. |
| 9 | Derivative | Series A Non-Voting Convertible Preferred Stock | 2023-11-13 | A | A | 6,304.56 | — | 6,304.56 | D by trust | — · — to — | 6,304,559 Common Stock | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F2) 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. (F8) 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 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 | Derivative | Series A Non-Voting Convertible Preferred Stock | 2023-11-13 | J | A | 2,837.05 | — | 2,837.05 | I by spouse | — · — to — | 2,837,052 Common Stock | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F7) Shares are held by the reporting person's spouse. (F8) 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 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. |
| 11 | Derivative | Series A Non-Voting Convertible Preferred Stock | 2023-11-13 | J | A | 11,316.26 | — | 11,316.26 | I by trust | — · — to — | 11,316,263 Common Stock | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F3) Shares are held in a trust for which the reporting person is a beneficiary. The reporting person is a trustee of the trust. (F8) 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 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. |
| 12 | Derivative | Series A Non-Voting Convertible Preferred Stock | 2023-11-13 | J | A | 210.15 | — | 210.15 | I as custodian | — · — to — | 210,152 Common Stock | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F5) 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. (F8) 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 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. |
| 13 | Derivative | Series A Non-Voting Convertible Preferred Stock | 2023-11-13 | J | A | 2,837.05 | — | 2,837.05 | I as custodian | — · — to — | 2,837,052 Common Stock | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F6) 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. (F8) 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 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. |
| 14 | Derivative | Series A Non-Voting Convertible Preferred Stock | 2023-11-13 | J | A | 1,672.39 | — | 1,672.39 | I by trust | — · — to — | 1,672,389 Common Stock | (F1) On November 13, 2023, Selecta Biosciences, Inc. (the "Company") acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. These securities represent merger consideration payable as a result of the closing of the merger. (F4) 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. (F8) 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 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. |