KATHURIA CHIRINJEEV 4

Accession 0001493152-23-005367

CIK 0001869974other

View on SEC.gov Company Profile

Filed

Feb 15, 7:00 PM ET

Accepted

Feb 16, 9:58 PM ET

Size

61.0 KB

Accession

0001493152-23-005367

Insider Transaction Report

Form 4

Period: 2023-02-14

Ocean Biomedical, Inc.OCEA

KATHURIA CHIRINJEEV

Director10% Owner

Transactions

Other
Earnout Rights
2023-02-14+18,582,930→ 18,582,930 total(indirect: By LLC)
Exp: 2026-02-14→ Class A Common Stock (18,582,930 underlying)
Award
Class A Common Stock, par value $0.0001
2023-02-14$10.00/sh+22,842,756$228,427,560→ 22,842,756 total(indirect: By LLC)
Award
Class A Common Stock, par value $0.0001
2023-02-14$10.00/sh+456,852$4,568,520→ 456,852 total
Other
Class A Common Stock, par value $0.0001
2023-02-14−456,852→ 0 total
Other
Common Stock, par value $0.0001
2023-02-14+456,852→ 456,852 total
Other
Class A Common Stock, par value $0.0001
2023-02-14−22,842,756→ 0 total(indirect: By LLC)
Other
Earnout Rights
2023-02-14+371,656→ 371,656 total
Exp: 2026-02-14→ Class A Common Stock (371,656 underlying)
Other
Common Stock, par value $0.0001
2023-02-14+22,842,756→ 22,842,756 total(indirect: By LLC)

Poseidon Bio, LLC

10% Owner

Transactions

Other
Class A Common Stock, par value $0.0001
2023-02-14−456,852→ 0 total
Other
Common Stock, par value $0.0001
2023-02-14+22,842,756→ 22,842,756 total(indirect: By LLC)
Award
Class A Common Stock, par value $0.0001
2023-02-14$10.00/sh+456,852$4,568,520→ 456,852 total
Award
Class A Common Stock, par value $0.0001
2023-02-14$10.00/sh+22,842,756$228,427,560→ 22,842,756 total(indirect: By LLC)
Other
Class A Common Stock, par value $0.0001
2023-02-14−22,842,756→ 0 total(indirect: By LLC)
Other
Earnout Rights
2023-02-14+371,656→ 371,656 total
Exp: 2026-02-14→ Class A Common Stock (371,656 underlying)
Other
Earnout Rights
2023-02-14+18,582,930→ 18,582,930 total(indirect: By LLC)
Exp: 2026-02-14→ Class A Common Stock (18,582,930 underlying)
Other
Common Stock, par value $0.0001
2023-02-14+456,852→ 456,852 total

Footnotes (10)

[F1]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.
[F10]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.
[F2]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.
[F3]These securities are owned directly by Dr. Kathuria.
[F4]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.
[F5]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.
[F6]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").
[F7]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.
[F8]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.
[F9]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.

Documents

3 files

Issuer

Ocean Biomedical, Inc.

CIK 0001869974

→

Entity typeother

Related Parties

filerCIK 0001163768

Filing Metadata

Form type: 4
Filed: Feb 15, 7:00 PM ET
Accepted: Feb 16, 9:58 PM ET
Size: 61.0 KB

View on SEC.gov