Statement of Changes in Beneficial Ownership (4)
28 June 2023 - 6:02AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Schlorff Eric |
2. Issuer Name and Ticker or Trading Symbol
SeaStar Medical Holding Corp
[
ICU
]
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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)
C/O SEASTAR MEDICAL HOLDING CORPORATION, 3513 BRIGHTON BLVD., SUITE 410 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/23/2023 |
(Street)
DENVER, CO 80216 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 per share | 6/23/2023 | | A | | 417386 (1) | A | $0 | 682399 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Stock Option (Right to Buy) | $1.84 | | | | | | | (3) | 4/6/2033 | Common Stock | 99724 | | 99724 | D | |
Stock Option (Right to Buy) | $10 | | | | | | | (4) | 3/1/2029 | Common Stock | 17986 | | 17986 | D | |
Stock Option (Right to Buy) | $0.53 | | | | | | | (5) | 2/20/2030 | Common Stock | 83985 | | 83985 | D | |
Explanation of Responses: |
(1) | Represents fully vested shares of common stock issued to the Reporting Person pursuant to the Issuer's equity incentive plan. Such fully vested shares of common stock are issued as payment for the occurrence of an exit event bonus under that certain Transaction Bonus Agreement, dated as of December 23, 2021, as amended, between the Issuer and the Reporting Person. |
(2) | Includes 66,483 shares of the Issuer's common stock subject to restricted stock units (RSUs), all of which will vest, subject to continued service, on April 6, 2024. |
(3) | All options reported herein will vest, subject to continued service, on April 6, 2024. |
(4) | These options are fully vested. |
(5) | The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from February 20, 2020 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36)-month period measured from February 20, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schlorff Eric C/O SEASTAR MEDICAL HOLDING CORPORATION 3513 BRIGHTON BLVD., SUITE 410 DENVER, CO 80216 | X |
| Chief Executive Officer |
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Signatures
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/s/ Eric Schlorff | | 6/27/2023 |
**Signature of Reporting Person | Date |
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). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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