Sec Form 4 Filing - KATHURIA CHIRINJEEV @ 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 KATHURIA CHIRINJEEV 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) 19W060 AVENUE LATOUR, 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2023 (Street) OAKBROOK, IL60523 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 ) 456,852 ( 2 ) A $ 10 456,852 D ( 3 ) Class A Common Stock, par value $0.0001 02/14/2023 A( 1 ) 22,842,756 ( 4 ) A $ 10 22,842,756 I By Poseidon Bio, LLC ( 5 ) Class A Common Stock, par value $0.0001 02/14/2023 J( 9 ) V 456,852 D 0 D ( 3 ) Common Stock, par value $0.0001 02/14/2023 J( 9 ) V 456,852 A 456,852 D ( 3 ) Class A Common Stock, par value $0.0001 02/14/2023 J( 9 ) V 22,842,756 D 0 I By Poseidon Bio, LLC ( 5 ) Common Stock, par value $0.0001 02/14/2023 J( 9 ) V 22,842,756 A 22,842,756 I By Poseidon Bio, LLC ( 5 )

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 Earnout Rights ( 6 ) ( 7 ) 02/14/2023 J( 7 ) 371,656 ( 7 ) 02/14/2026 Class A Common Stock 371,656 ( 7 ) 371,656 D ( 3 ) Earnout Rights ( 6 ) ( 8 ) 02/14/2023 J( 8 ) 18,582,930 ( 8 ) 02/14/2026 Class A Common Stock 18,582,930 ( 8 ) 18,582,930 I By Poseidon Bio, LLC ( 5 ) Earnout Rights ( 10 ) 02/14/2023 J( 10 ) V 371,656 ( 10 ) 02/14/2026 Class A Common Stock 371,656 ( 10 ) 0 D ( 3 ) Earnout Rights ( 10 ) 02/14/2023 J( 10 ) V 371,656 ( 10 ) 02/14/2026 Common Stock 371,656 ( 10 ) 371,656 D ( 3 ) Earnout Rights ( 10 ) 02/14/2023 J( 10 ) V 18,582,930 ( 10 ) 02/14/2026 Class A Common Stock 18,582,930 ( 10 ) 0 I By Poseidon Bio, LLC ( 5 ) Earnout Rights ( 10 ) 02/14/2023 J( 10 ) V 18,582,930 ( 10 ) 02/14/2026 Common Stock 18,582,930 ( 10 ) 18,582,930 I By Poseidon Bio, LLC ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KATHURIA CHIRINJEEV 19W060 AVENUE LATOUR OAKBROOK, IL60523 X X Poseidon Bio, LLC ATTN: DR. CHIRINJEEV KATHURIA, M.D. 19W060 AVENUE LATOUR OAKBROOK, IL60523 X Signatures /s/ Katherine E. Spiser, as attorney-in-fact for Chirinjeev Kathuria 02/16/2023 Signature of Reporting Person Date /s/ Katherine E. Spiser, as attorney-in-fact for Chirinjeev Kathuria, as Managing Director of Poseidon Bio, 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"), acquired by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), the Founder, Executive Chairman, and a director of the Issuer, as consideration for Dr. Kathuria's shares of Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date. ( 3 )These securities are owned directly by Dr. Kathuria. ( 4 )Represents Issuer Class A Common Shares acquired by Poseidon Bio, LLC ("Poseidon"), as consideration for Poseidon's shares of Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date. ( 5 )These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 6 )As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued 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 thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment"). ( 7 )On the Closing Date of the Merger, Dr. Kathuria received the Earnout Right to acquire his Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Dr. Kathuria to receive up to 371,656 Earnout Shares, (i) 97,804 of which will be issued in connection with the First Earnout Share Payment, (ii) 136,926 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 136,926 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Dr. Kathuria'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. ( 8 )On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon'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. ( 9 )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. ( 10 )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 Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

Remarks: Exhibit 24.1: Power of Attorney (Chirinjeev Kathuria) Exhibit 24.2: Power of Attorney (Poseidon Bio, LLC)

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