4//SEC Filing
Singer Nicholas Jason 4
Accession 0001104659-22-063406
CIK 0001821318other
Filed
May 19, 8:00 PM ET
Accepted
May 20, 4:35 PM ET
Size
16.1 KB
Accession
0001104659-22-063406
Insider Transaction Report
Form 4
Singer Nicholas Jason
DirectorChief Executive Officer
Transactions
- Conversion
Class A Common Stock
2022-05-20+421,759→ 421,759 total(indirect: By LLC) - Other
Class A Common Stock
2022-05-20−421,759→ 0 total(indirect: By LLC) - Other
Class B Common Stock
2022-05-20−1,305,918→ 421,759 total(indirect: See Footnote)→ Class A Common Stock (1,305,918 underlying) - Conversion
Class B Common Stock
2022-05-20−421,759→ 0 total(indirect: By LLC)→ Class A Common Stock (421,759 underlying) - Other
Warrants
2022-05-20−762,634→ 0 total(indirect: By LLC)→ Class A Common Stock (762,634 underlying)
Footnotes (7)
- [F1]As described in the OTR Acquisition Corp.'s registration statement on Form S-1 (File No. 333-248093) under the heading "Description of Securities," the Class B common stock, par value U.S. $0.0001 per share, of the issuer (the "Founder Shares") automatically convert into Class A common stock of the issuer ("Class A Common Stock") at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
- [F2]On May 19, 2022, OTR Acquisition Sponsor LLC (the "Sponsor") entered into a certain second amended and restated limited liability operating agreement (the "Amended LLC Agreement"). Prior to the Amended LLC Agreement, PC SPAC Holdings LLC, an entity controlled by the reporting person, was the sole managing member of the Sponsor. The Amended LLC Agreement provides that the Sponsor be managed by a board of managers consisting of three persons, including the reporting person. For the purposes of Rule 16a-(1), the reporting person is no longer a beneficial owner of the 1,305,918 shares of Class B common stock, par value U.S. $0.0001 per share, of OTR Acquisition Corp. held directly by the Sponsor, and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- [F3]The securities are held indirectly by Nicholas J. Singer, who has sole voting and dispositive control of PC SPAC Holdings LLC.
- [F4]On May 20, 2022, the issuer consummated its initial business combination (the "Business Combination") with Comera Life Sciences Holdings, Inc.. ("Holdco"), a Delaware corporation. In connection with the Business Combination, each Founder Share converted into Class A Common Stock.
- [F5]In connection with the Business Combination closing, the reporting person exchanged each of its warrants to purchase the issuer's Class A Common Stock on a one for one basis for an aggregate of 762,634 warrants to purchase shares of Holdco's common stock, par value U.S. $0.0001 per share ("Holdco Common Stock"), at a purchase price of $11.50 per share.
- [F6]The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.
- [F7]In connection with the Business Combination closing, the reporting person exchanged each its shares of Class A Common Stock for 421,759 fully paid and non-assessable shares of Holdco Common Stock.
Documents
Issuer
OTR Acquisition Corp.
CIK 0001821318
Entity typeother
Related Parties
1- filerCIK 0001828224
Filing Metadata
- Form type
- 4
- Filed
- May 19, 8:00 PM ET
- Accepted
- May 20, 4:35 PM ET
- Size
- 16.1 KB