Sec Form 4 Filing - Soane David @ Comera Life Sciences Holdings, Inc. - 2023-09-11

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
Soane David
2. Issuer Name and Ticker or Trading Symbol
Comera Life Sciences Holdings, Inc. [ CMRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SOANE LABS, LLC, 380 NE 72ND TERRACE
3. Date of Earliest Transaction (MM/DD/YY)
09/11/2023
(Street)
MIAMI, FL33138
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
Common Stock 09/11/2023 P 58,680 A $ 0.5112 284,328 ( 1 ) I By Trust ( 2 )
Common Stock 09/11/2023 P 58,680 A $ 0.5112 284,328 ( 1 ) I By Trust ( 3 )
Common Stock 3,336,562 ( 4 ) I By Trust ( 5 )
Common Stock 589,786 ( 6 ) D
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. Numbe r 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
Warrant (right to buy) $ 0.6135 09/11/2023 P 146,699 09/11/2023 09/11/2028 Common Stock 146,699 $ 0 146,699 I By Trust ( 2 )
Warrant (right to buy) $ 0.6135 09/11/2023 P 146,699 09/11/2023 09/11/2028 Common Stock 146,699 $ 0 146,699 I By Trust ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Soane David
C/O SOANE LABS, LLC
380 NE 72ND TERRACE
MIAMI, FL33138
X
Soane Family Trust
C/O SOANE LABS, LLC
380 NE 72ND TERRACE
MIAMI, FL33138
X
Signatures
David S. Soane (individually) 09/12/2023
Signature of Reporting Person Date
David S. Soane, as trustee of the Soane Family Trust 09/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 4,298 Earn-Out Shares. Earn-Out Shares are shares of Common Stock held in escrow, which shares will be released if, at any time prior to May 19, 2024, either (i) the volume-weighted average price of the Common Stock is equal to or greater than $12.50 for twenty trading days within a thirty trading day period or (ii) upon a change of control with aggregate consideration in excess of $12.50 per share of Common Stock.
( 2 )Held by the Alexander V. Soane 2019 Irrevocable Trust. Members of David Soane's immediate family serve as trustee and are beneficiaries of such trusts. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes
( 3 )Held by the Nicholas V. Soane 2019 Irrevocable Trust. Members of David Soane's immediate family serve as trustee and are beneficiaries of such trusts. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes
( 4 )Includes 663,288 Earn-Out Shares
( 5 )Held by The Soane Family Trust, of which David Soane is a trustee and members of the Dr. Soane's immediate family are trustees and beneficiaries. Dr. Soane disclaims beneficial ownership except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes
( 6 )Includes 119,779 Earn-Out Shares

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