Sec Form 4 Filing - AJJARAPU SURENDRA K @ Ocean Biomedical, Inc. - 2023-02-14

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 AJJARAPU SURENDRA K 2. Issuer Name and Ticker or Trading Symbol Ocean Biomedical, Inc. [ OCEA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 515 MADISON AVENUE, SUITE 8078 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.0001 02/14/2023 A( 1 ) 1,365,000 ( 2 ) A 1,365,000 I By Aesther Healthcare Sponsor, LLC ( 3 ) Class A Common Stock, par value $0.0001 02/14/2023 C 2,625,000 A 3,990,000 I By Aesther Healthcare Sponsor, LLC ( 3 ) Class A Common Stock, par value $0.0001 02/14/2023 J( 7 ) V 3,990,000 D 0 I By Aesther Healthcare Sponsor, LLC ( 3 ) Common Stock, par value $0.0001 02/14/2023 J( 7 ) V 3,990,000 A 3,990,000 I By Aesther Healthcare Sponsor, LLC ( 3 )

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, par value $0.0001 ( 4 ) 02/14/2023 C 2,625,000 ( 4 ) ( 4 ) Class A Common Stock 2,625,000 $ 0 0 I By Aesther Healthcare Sponsor, LLC ( 3 ) Earnout Rights ( 5 ) ( 6 ) 02/14/2023 J( 6 ) 3,000,000 ( 6 ) 02/14/2026 Class A Common Stock 3,000,000 ( 6 ) 3,000,000 I By Aesther Healthcare Sponsor, LLC ( 3 ) Earnout Rights ( 8 ) 02/14/2023 J( 8 ) V 3,000,000 ( 8 ) 02/14/2026 Class A Common Stock 3,000,000 ( 8 ) 0 I By Aesther Healthcare Sponsor, LLC ( 3 ) Earnout Rights ( 8 ) 02/14/2023 J( 8 ) V 3,000,000 ( 8 ) 02/14/2026 Common Stock 3,000,000 ( 8 ) 3,000,000 I By Aesther Healthcare Sponsor, LLC(3)q Stock Option (right to buy) $ 10 02/15/2023 A 75,000 ( 9 ) 02/15/2033 Common Stock 75,000 $ 0 75,000 D ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AJJARAPU SURENDRA K 515 MADISON AVENUE, SUITE 8078 NEW YORK, NY10022 X X Aesther Healthcare Sponsor, LLC 515 MADISON AVENUE, SUITE 8078 NEW YORK, NY10022 X Signatures /s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu 02/16/2023 Signature of Reporting Person Date /s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu, as Manager of Aesther Healthcare Sponsor, LLC 02/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Business Combination Agreement. ( 2 )Represents shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Issuer Class A Common Shares"), issued to Aesther Healthcare Sponsor, LLC (the "Sponsor") as consideration for the Sponsor exercising two three-month extensions of a loan to AHAC, pursuant to which AHAC was originally required to complete an initial business combination by September 16, 2022. ( 3 )These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 4 )The Sponsor owned 2,625,000 shares of Class B Common Stock, par value $0.0001 per share, of AHAC (the "Class B Founder Shares") prior to the Merger. In connection with the closing of the Business Combination (the "Closing"), the Class B Founder Shares automatically converted into Issuer Class A Common Shares on a one-for-one basis on the Closing Date. The Class A Common Stock has no expiration date. ( 5 )Pursuant to the Business Combination Agreement, as additional consideration for the Merger, the former stockholders of Legacy Ocean (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive additional Issuer Class A Common Shares (the "Earnout Shares"), distributed in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary of the Closing Date (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, (ii) $17.50 per share, and (iii) $20.00 per share. ( 6 )In addition to the Pre-Merger Stockholders' Earnout Right to receive up to three Earnout Share Payments if the Issuer's VWAP equals or exceeds the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period, the Business Combination Agreement grants the Sponsor an Earnout Right to receive an additional 1,000,000 Issuer Class A Common Shares for each Earnout Share Payment issued to the Pre-Merger Stockholders. Accordingly, the Sponsor is entitled to receive up to 3,000,000 Earnout Shares, 1,000,000 of which will be issued in connection with each of the three Earnout Share Payments. The Sponsor's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger. ( 7 )Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001. ( 8 )Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of the Sponsor was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001. ( 9 )Represents a right to purchase 75,000 shares of the Issuer's common stock, par value $0.0001 per share (collectively, the "Option Shares"), upon the exercise of a ten-year option granted to Mr. Ajjarapu as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to Mr. Ajjarapu remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06. ( 10 )These securities are owned directly by Mr. Ajjarapu, a director of the Issuer.

Remarks: Exhibit List -Exhibit 24.1: Power of Attorney (Surendra K. Ajjarapu)Exhibit 24.2: Power of Attorney (Aesther Healthcare Sponsor, LLC)

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

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