Sec Form 4 Filing - Singer Nicholas Jason @ OTR Acquisition Corp. - 2022-05-20

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
Singer Nicholas Jason
2. Issuer Name and Ticker or Trading Symbol
OTR Acquisition Corp. [ OTRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
1395 BRICKELL AVENUE, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2022
(Street)
MIAMI, FL33131
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
Class A Common Stock 05/20/2022 C 421,759 A 421,759 I PC SPAC Holdings LLC
Class A Common Stock 05/20/2022 J 421,759 D 0 I PC SPAC Holdings LLC
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
Class B Common Stock ( 1 ) 05/20/2022 J( 2 ) 1,305,918 ( 1 ) ( 1 ) Class A Common Stock 1,305,918 $ 0 421,759 I See Footnote( 3 )
Class B Common Stock ( 1 )( 4 ) 05/20/2022 C 421,759 ( 1 )( 4 ) ( 1 )( 4 ) Class A Common Stock 421,759 $ 0 0 I PC SPAC Holdings LLC
Warrants ( 5 ) 05/20/2022 J 762,634 ( 6 ) ( 6 ) Class A Common Stock 762,634 $ 0 0 I PC SPAC Holdings LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singer Nicholas Jason
1395 BRICKELL AVENUE
SUITE 800
MIAMI, FL33131
X Chief Executive Officer
Signatures
/s/ Nicholas J. Singer 05/20/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the OTR Acquisition Corp.'s registration statement on Form S-1 (File No. 333-248093) under the heading "Description of Securities," the Class B common stock, par value U.S. $0.0001 per share, of the issuer (the "Founder Shares") automatically convert into Class A common stock of the issuer ("Class A Common Stock") at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
( 2 )On May 19, 2022, OTR Acquisition Sponsor LLC (the "Sponsor") entered into a certain second amended and restated limited liability operating agreement (the "Amended LLC Agreement"). Prior to the Amended LLC Agreement, PC SPAC Holdings LLC, an entity controlled by the reporting person, was the sole managing member of the Sponsor. The Amended LLC Agreement provides that the Sponsor be managed by a board of managers consisting of three persons, including the reporting person. For the purposes of Rule 16a-(1), the reporting person is no longer a beneficial owner of the 1,305,918 shares of Class B common stock, par value U.S. $0.0001 per share, of OTR Acquisition Corp. held directly by the Sponsor, and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
( 3 )The securities are held indirectly by Nicholas J. Singer, who has sole voting and dispositive control of PC SPAC Holdings LLC.
( 4 )On May 20, 2022, the issuer consummated its initial business combination (the "Business Combination") with Comera Life Sciences Holdings, Inc.. ("Holdco"), a Delaware corporation. In connection with the Business Combination, each Founder Share converted into Class A Common Stock.
( 5 )In connection with the Business Combination closing, the reporting person exchanged each of its warrants to purchase the issuer's Class A Common Stock on a one for one basis for an aggregate of 762,634 warrants to purchase shares of Holdco's common stock, par value U.S. $0.0001 per share ("Holdco Common Stock"), at a purchase price of $11.50 per share.
( 6 )The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.
( 7 )In connection with the Business Combination closing, the reporting person exchanged each its shares of Class A Common Stock for 421,759 fully paid and non-assessable shares of Holdco Common Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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