0001948079-22-000002.txt : 20221109 0001948079-22-000002.hdr.sgml : 20221109 20221109113251 ACCESSION NUMBER: 0001948079-22-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221108 FILED AS OF DATE: 20221109 DATE AS OF CHANGE: 20221109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soane David CENTRAL INDEX KEY: 0001948079 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41403 FILM NUMBER: 221371266 MAIL ADDRESS: STREET 1: C/O SOANE LABS, LLC STREET 2: 380 NE 72ND TERRACE CITY: MIAMI STATE: FL ZIP: 33138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soane Family Trust CENTRAL INDEX KEY: 0001952504 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41403 FILM NUMBER: 221371265 BUSINESS ADDRESS: STREET 1: C/O SOANE LABS, LLC STREET 2: 380 NE 72ND TERRACE CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 510-376-1425 MAIL ADDRESS: STREET 1: C/O SOANE LABS, LLC STREET 2: 380 NE 72ND TERRACE CITY: MIAMI STATE: FL ZIP: 33138 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Comera Life Sciences Holdings, Inc. CENTRAL INDEX KEY: 0001907685 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12 GILL STREET STREET 2: SUITE 4650 CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 617.871.2101 EXT 313 MAIL ADDRESS: STREET 1: 12 GILL STREET STREET 2: SUITE 4650 CITY: WOBURN STATE: MA ZIP: 01801 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2022-11-08 0 0001907685 Comera Life Sciences Holdings, Inc. CMRA 0001948079 Soane David C/O SOANE LABS, LLC 380 NE 72ND TERRACE MIAMI FL 33138 0 0 1 0 0001952504 Soane Family Trust C/O SOANE LABS, LLC 380 NE 72ND TERRACE MIAMI FL 33138 0 0 1 0 Common Stock 2022-11-08 4 P 0 3000 1.3826 A 3268995 I by Trust Common Stock 589786 D Common Stock 21162 I by Trust Common Stock 21162 I by Trust The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.36 to $1.43, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. Includes 663,288 Earn-Out Shares. Earn-Out Shares are shares of Common Stock held in escrow, which shares will be released if, at any time prior to May 19, 2024, either (i) the volume-weighted average price of the Common Stock is equal to or greater than $12.50 for twenty trading days within a thirty trading day period or (ii) upon a change of control with aggregate consideration in excess of $12.50 per share of Common Stock. Held by The Soane Family Trust, of which David Soane is a trustee and members of the Dr. Soane's immediate family are trustees and beneficiaries. Dr. Soane disclaims beneficial ownership except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes Includes 119,779 Earn-Out Shares Includes 4,298 Earn-Out Shares Held by the Alexander V. Soane 2019 Irrevocable Trust. Members of David Soane's immediate family serve as trustee and are beneficiaries of such trusts. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes Held by the Nicholas V. Soane 2019 Irrevocable Trust. Members of David Soane's immediate family serve as trustee and are beneficiaries of such trusts. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes David S. Soane (individually) 2022-11-09 David S. Soane, as trustee of the Soane Family Trust 2022-11-09