Sec Form 4 Filing - AJJARAPU SURENDRA K @ Ocean Biomedical, Inc. - 2023-03-22

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 _____ 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) 03/22/2023 (Street) NEW YORK, NY10022 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, par value $0.0001 03/22/2023 J( 1 ) 1,050,000 D 315,000 I By Aesther Healthcare Sponsor, LLC ( 2 ) Common Stock, par value $0.0001 21,252 I By Sansur Associates, LLC ( 3 ) Common Stock, par value $0.0001 469,300 I By Surendra Ajjarapu Revocable Trust of 2007 ( 4 ) Common Stock, par value $0.0001 258,200 I By Sandhya Ajjarapu Revocable Trust of 2007 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AJJARAPU SURENDRA K 515 MADISON AVENUE, SUITE 8078 NEW YORK, NY10022 X Signatures /s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu 03/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the transfer of 1,050,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of Ocean Biomedical, Inc. (the "Issuer") from Aesther Healthcare Sponsor, LLC (the "Sponsor") to NPIC Limited (the "Lender") on March 22, 2023 pursuant to that certain Loan Modification Agreement, dated March 22, 2023, between the Sponsor, the Issuer, and the Lender, as consideration for the Lender's agreement to extend the maturity date of the Sponsor's repayment of a $1,050,000 loan. ( 2 )These shares of Common Stock are owned directly by the Sponsor. Suren Ajjarapu ("Mr. Ajjarapu") is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 3 )These shares of Common Stock are owned directly by Sansur Associates, LLC ("Sansur"). As manager of Sansur, Mr. Ajjarapu may be deemed to be the indirect beneficial owner of the securities held by Sansur. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 4 )These shares are owned directly by the Surendra Ajjarapu Revocable Trust of 2007 (the "Surendra Trust"). As trustee of the Surendra Trust, Mr. Ajjarapu may be deemed to be the indirect beneficial owner of the securities held by the Surendra Trust. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 5 )These shares of Common Stock are owned directly by the Sandhya Ajjarapu Revocable Trust of 2007 (the "Sandhya Trust"), of which Mr. Ajjarapu's wife, Sandhya Ajjarapu ("Mrs. Ajjarapu") is the trustee and Mr. Ajjarapu is the successor trustee. Because Mrs. Ajjarapu's pecuniary interest in the Sandhya Trust is attributable to Mr. Ajjarapu by nature of their spousal relationship, Mr. Ajjarapu may be deemed to be the indirect beneficial owner of the securities held by the Sandhya Trust. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks: Exhibit List - Exhibit 24.1: Power of Attorney (Surendra K. Ajjarapu)

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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