Cartesian Therapeutics, Inc.
36.80%
9,534,216
1453687
816212302
Dec 18, 2024
Dec 23, 2024, 08:22 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Timothy A. Springer | Individual | 36.80% | 9,534,216 | 9,534,216 | 0 |
| TAS Partners LLC | Other | 2.20% | 563,206 | 563,206 | 0 |
| Chafen Lu | Individual | 1.40% | 350,740 | 350,740 | 0 |
Disclosure Items (6)
Common Stock, $0.0001 par value per share
Cartesian Therapeutics, Inc.
7495 New Horizon Way, Frederick, MD, 21703
N/A
N/A
N/A
N/A
N/A
Item 3 of the Schedule 13D is hereby amended to be supplemented by the following: In open market purchases on December 19, 2024, Dr. Springer acquired an aggregate of 25,208 Shares at prices ranging from $16.81 to $19.00 per share for an aggregate purchase price of approximately $453,616. Dr. Springer used personal funds for such acquisitions. In open market purchases on December 20, 2024, Dr. Springer acquired an aggregate of 21,800 Shares at prices ranging from $18.73 to $19.00 per share for an aggregate purchase price of approximately $412,968. Dr. Springer used personal funds for such acquisitions. In open market purchases on December 23, 2024, Dr. Springer acquired an aggregate of 5,181 Shares at prices ranging from $18.98 to $19.00 per share for an aggregate purchase price of approximately $98,437. Dr. Springer used personal funds for such acquisitions.
Item 5 of Schedule 13D is hereby amended and restated in full as follows: The information set forth under Item 3 and the cover page of the Schedule 13D is incorporated herein by reference into this Item 5. The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Statement, are based on a total of 25,725,306 Shares issued and outstanding as of November 22, 2024, as reported on the Issuer's Registration Statement on Form S-3, dated December 13, 2024. All of the Share numbers reported below, and on each Reporting Person's cover page to this Statement, are as of December 23, 2024. The Reporting Persons, in the aggregate, beneficially own 9,534,216 Shares, representing approximately 36.8% of such class of securities. Dr. Springer is the beneficial owner of a total of 9,534,216 Shares, representing approximately 36.8% of the outstanding Shares and consisting of (i) 8,501,962 Shares held directly, (ii) 113,587 Shares underlying warrants exercisable within 60 days of December 23, 2024 held directly, (iii) 2,744 Shares issuable upon exercise of outstanding options exercisable within 60 days of December 23, 2024, (iv) 1,977 Shares underlying RSUs vesting within 60 days of December 23, 2024, (v) 529,798 Shares held by TAS, (vi) 33,408 Shares underlying warrants exercisable within 60 days of December 23, 2024 held by TAS, (vii) 330,695 Shares held by Dr. Lu and (viii) 20,045 Shares underlying warrants exercisable within 60 days of December 23, 2024 held by Dr. Lu. TAS is the beneficial owner of a total of 563,206 Shares, representing approximately 2.2% of the outstanding Shares and consisting of (i) 529,798 Shares and (ii) 33,408 Shares underlying warrants exercisable within 60 days of December 23, 2024. TAS holds all such Shares directly. Dr. Springer is the sole managing member of TAS. Dr. Lu is the beneficial owner of a total of 350,740 Shares, representing approximately 1.4% of the outstanding Shares and consisting of (i) 330,695 Shares held directly and (ii) 20,045 Shares underlying warrants exercisable within 60 days of December 23, 2024 held directly. Dr. Lu is the spouse of Dr. Springer.
Dr. Springer exercises sole voting and dispositive power over the Shares held by him directly and the Shares held by TAS. Dr. Springer disclaims beneficial ownership of the Shares held by TAS, except to the extent of his pecuniary interest therein. Dr. Lu exercises sole voting and dispositive power over the Shares held by her directly.
The Reporting Persons have not engaged in any transactions with respect to the Shares during the 60 days before the date of this filing, except as described herein and in Item 3 of Schedule 13D.
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
Not applicable.
N/A