0001062993-23-015060.txt : 20230718 0001062993-23-015060.hdr.sgml : 20230718 20230718203935 ACCESSION NUMBER: 0001062993-23-015060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230714 FILED AS OF DATE: 20230718 DATE AS OF CHANGE: 20230718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Godward Donna CENTRAL INDEX KEY: 0001984167 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40228 FILM NUMBER: 231095411 MAIL ADDRESS: STREET 1: C/O CARMELL THERAPEUTICS CORPORATION STREET 2: 2403 SIDNEY STREET, SUITE 300 CITY: PITTSBURGH STATE: PA ZIP: 15203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA HEALTHCARE ACQUISITION CORP III CENTRAL INDEX KEY: 0001842939 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-494-3296 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2023-07-14 0001842939 ALPHA HEALTHCARE ACQUISITION CORP III CTCX 0001984167 Godward Donna C/O CARMELL THERAPEUTICS CORPORATION 2403 SIDNEY STREET, SUITE 300 PITTSBURGH PA 15203 0 1 0 0 Chief Quality Officer 0 Common Stock 2023-07-14 4 A 0 37296 A 37296 D Stock Option (right to buy) 1.79 2023-07-14 4 A 0 2090 A 2027-06-20 Common Stock 2090 2090 D Stock Option (right to buy) 2.27 2023-07-14 4 A 0 5318 A 2029-07-19 Common Stock 5318 5318 D Stock Option (right to buy) 2.11 2023-07-14 4 A 0 119098 A 2031-09-23 Common Stock 119098 119098 D Stock Option (right to buy) 2.11 2023-07-14 4 A 0 12309 A 2032-07-13 Common Stock 12309 12309 D Stock Option (right to buy) 2.60 2023-07-14 4 A 0 12309 A 2032-12-15 Common Stock 12309 12309 D On July 14, 2023, Alpha Healthcare Acquisition Corp. III ("ALPA") consummated a business combination (the "Business Combination") by and among ALPA, Candy Merger Sub, Inc., a Delaware Corporation ("Merger Sub") and Carmell Regen Med Corporation, a Delaware corporation ("Legacy Carmell"), ALPA changed its name to "Carmell Therapeutics Corporation" and Merger Sub merged with and into Legacy Carmell. As part of the Business Combination, each share of common stock of Legacy Carmell was exchanged for 0.06154 shares of common stock of Carmell Therapeutics Corporation. Options are fully vested and exercisable. Options to purchase 5,318 shares of common stock of Legacy Carmell granted on July 19, 2019, which vest as follows: 25% vested on July 19, 2020, July 19, 2021 and July 19, 2022 and the remaining 25% becomes vested on July 19, 2023. Options to purchase 119,098 shares of common stock of Legacy Carmell granted on September 23, 2021, which vest as follows: 25% vested on September 23, 2022 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date. Options to purchase 12,309 shares of common stock of Legacy Carmell granted on July 13, 2023 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date. Options to purchase 12,309 shares of common stock of Legacy Carmell granted on December 15, 2022, which vest as follows: 25% vesting on December 22, 2023 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date. As part of the Business Combination, each Legacy Carmell stock option was exchanged for a stock option to acquire 0.06154 shares of common stock of Carmell Therapeutics Corporation. /s/ Randolph W. Hubbell, Attorney-in-Fact 2023-07-18