Sec Form 4 Filing - Ehrlich Christopher B @ CERO THERAPEUTICS HOLDINGS, INC. - 2024-02-14

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 Ehrlich Christopher B 2. Issuer Name and Ticker or Trading Symbol CERO THERAPEUTICS HOLDINGS, INC. [ CERO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) CERO THERAPEUTICS HOLDINGS, INC., 201 HASKINS WAY, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2024 (Street) SOUTH SAN FRANCISCO, CA94080 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 02/14/2024 J( 6 ) 1,125,000 D 4,171,246 I By Phoenix Biotech Sponsor, LLC ( 2 ) Common Stock 02/14/2024 J( 1 ) 4,171,246 D 1,000,000 I By Phoenix Biotech Sponsor, LLC ( 2 ) Common Stock 02/14/2024 J( 1 ) 478,825 A 478,825 D Common Stock 02/14/2024 J( 1 ) 3,600 A 3,600 I By Spouse

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 Convertible Promissory Note $ 10 02/14/2024 M( 3 ) 0 ( 3 ) ( 3 ) ( 3 ) Common Stock ( 3 ) $ 0 0 I By Phoenix Biotech Sponsor, LLC ( 2 ) Series A Convertible Preferred Stock $ 10 02/14/2024 M( 3 ) 1,555 ( 4 ) ( 4 ) Common Stock 155,500 $ 1,000 1,555 I By Phoenix Biotech Sponsor, LLC ( 2 ) Series A Convertible Preferred Stock $ 10 02/14/2024 J( 1 ) 1,555 ( 4 ) ( 4 ) Common Stock 155,500 $ 1,000 0 I By Phoenix Biotech Sponsor, LLC ( 2 ) Series A Convertible Preferred Stock $ 10 02/14/2024 A( 5 ) 100 ( 4 ) ( 4 ) Common Stock 10,000 $ 1,000 100 D Series A Convertible Preferred Stock $ 10 02/14/2024 J( 1 ) 175 ( 4 ) ( 4 ) Common Stock 17,500 $ 1,000 275 D Warrants $ 11.5 02/14/2024 J( 1 ) 349,998 03/15/2024 02/14/2029 Common Stock 349,998 $ 0 0 I By Phoenix Biotech Sponsor, LLC ( 2 ) Warrants $ 11.5 02/14/2024 J( 1 ) 5,000 03/15/2024 02/14/2029 Common Stock 5,000 $ 0 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ehrlich Christopher B CERO THERAPEUTICS HOLDINGS, INC. 201 HASKINS WAY, SUITE 230 SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Charles Carter, Attorney-in-Fact 02/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents (a) shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members without consideration and (b) shares of Common Stock issued by the Issuer to the Reporting Person in connection with the closing of the Issuer's business combination. ( 2 )These securities are held directly by the Sponsor, which was previously managed by the reporting person. As of February 16, 2024, the reporting person was no longer the manager of the Sponsor. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. ( 3 )Upon closing of the Issuer's business combination, the aggregate principal amount of the Convertible Promissory Note converted into shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") at a conversion price equal to $10.00. ( 4 )Each share of Series A Preferred Stock has a stat ed value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments. The Series A Preferred Stock has no expiration date. ( 5 )On February 14, 2024, the reporting person acquired 100 shares of Series A Preferred Stock in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of February 5, 2024, as amended. ( 6 )Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

Remarks: Exhibit 24 - Power of Attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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