Sec Form 4 Filing - Union Carbide Employees' Pension Plan Trust @ SeaStar Medical Holding Corp - 2022-10-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Union Carbide Employees' Pension Plan Trust
2. Issuer Name and Ticker or Trading Symbol
SeaStar Medical Holding Corp [ ICU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
SYLVIA STOESSER CENTER, 2211 H.H. DOW WAY
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2022
(Street)
MIDLAND, MI48674
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/28/2022 A 2,766,555 A 2,766,555 D
Common Stock 10/28/2022 P 200,000 A 2,966,555 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (Right to Buy) $ 10 10/28/2022 A 1,151 ( 3 ) 06/20/2025 Common Stock 1,151 ( 4 ) 1,151 D
Warrants (Right to Buy) $ 11.5 10/28/2022 P 200,000 ( 5 ) 10/28/2027 Common Stock 200,000 ( 2 ) 200,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Union Carbide Employees' Pension Plan Trust
SYLVIA STOESSER CENTER
2211 H.H. DOW WAY
MIDLAND, MI48674
X
Signatures
Union Carbide Employees' Pension Plan Trust, /s/ Robert Sparling, By: Robert Sparling, Trustee 11/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 28, 2022, LMF Acquisition Opportunities, Inc., a Delaware corporation ("LMF"), consummated a business combination (the "Business Combination") by and among LMF, LMF Merger Sub, Inc., a Delaware corporation and directly wholly-owned subsidiary of LMF ("Merger Sub") and SeaStar Medical, Inc., a Delaware corporation ("SeaStar Medical"), pursuant to which SeaStar Medical merged with and into Merger Sub, with SeaStar Medical continuing as the surviving entity in the merger as a wholly-owned subsidiary of LMF, and with LMF changing its name to SeaStar Medical Holding Corporation ("SeaStar Medical Holdings"). As part of the Business Combination each share of SeaStar Medical stock was exchanged for 1.20321 shares of common stock of SeaStar Medical Holdings ("Common Stock").
( 2 )In a concurrent private placement in connection with the Business Combination, the Reporting Person acquired 200,000 shares of Common Stock and warrants to purchase 200,000 shares of Common Stock for an aggregate purchase price of $2,000,000.
( 3 )The warrants are fully exercisable.
( 4 )As part of the Business Combination, each SeaStar Medical warrant was exchanged for a warrant to purchase 1.20321 shares of Common Stock.
( 5 )The warrants are fully exercisable

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