0001062993-23-020921.txt : 20231115
0001062993-23-020921.hdr.sgml : 20231115
20231115164115
ACCESSION NUMBER: 0001062993-23-020921
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231113
FILED AS OF DATE: 20231115
DATE AS OF CHANGE: 20231115
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kalayoglu Murat
CENTRAL INDEX KEY: 0002000002
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37798
FILM NUMBER: 231411134
MAIL ADDRESS:
STREET 1: C/O CARTESIAN THERAPEUTICS, INC.
STREET 2: 704 QUINCE ORCHARD RD
CITY: GAITHERSBURG
STATE: MD
ZIP: 20878
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cartesian Therapeutics, Inc.
CENTRAL INDEX KEY: 0001453687
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 65 GROVE STREET
CITY: WATERTOWN
STATE: MA
ZIP: 02472
BUSINESS PHONE: 617-923-1400
MAIL ADDRESS:
STREET 1: 65 GROVE STREET
CITY: WATERTOWN
STATE: MA
ZIP: 02472
FORMER COMPANY:
FORMER CONFORMED NAME: SELECTA BIOSCIENCES INC
DATE OF NAME CHANGE: 20090109
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0508
4
2023-11-13
0001453687
Cartesian Therapeutics, Inc.
RNAC
0002000002
Kalayoglu Murat
C/O CARTESIAN THERAPEUTICS, INC.
65 GROVE STREET
WATERTOWN
MA
02472
1
0
1
0
0
Common Stock
2023-11-13
4
A
0
257739
0
A
257739
D
Common Stock
2023-11-13
4
J
0
3303699
0
A
3303699
I
by trust
Series A Non-Voting Convertible Preferred Stock
2023-11-13
4
A
0
14755.609
A
Common Stock
14755609
14755.609
D
Series A Non-Voting Convertible Preferred Stock
2023-11-13
4
J
0
189136.767
A
Common Stock
189136767
189136.767
I
by trust
Series A Non-Voting Convertible Preferred Stock
2023-11-13
4
P
0
619.627
249999.98
A
Common Stock
619627
619.627
I
by trust
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.
Shares are held in a trust (the "Trust") for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of the trust.
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.
On November 13, 2023, the Trust entered into a Securities Purchase Agreement with the Company and other investors, pursuant to which the Trust agreed to acquire 619.627 shares of Series A Preferred Stock.
/s/ Murat Kalayoglu
2023-11-15