SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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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).
1. Name and Address of Reporting Person*
FLOWERS KIRSTEN

(Last) (First) (Middle)
C/O COMERA LIFE SCIENCES HOLDINGS, INC.
12 GILL STREET, SUITE 4650

(Street)
WOBURN MA 01801

(City) (State) (Zip)
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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/04/2023 A 13,513 A $1.23(1) 22,199 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Warrants (right to buy) $1.23(1) 01/04/2023 A 13,513(2) 01/04/2023 01/04/2028 Common Stock 27,026 $0.25 13,513 D
Explanation of Responses:
1. The reporting person entered into a Securities Purchase Agreement with the Issuer on January 2, 2023, pursuant to which, on January 4, 2023, the reporting person acquired an aggregate of 13,513 units (the "Units") for a purchase price of $1.48 per Unit. Each Unit consists of one share of common stock, par value $0.0001 per share (the "Common Stock"), and one warrant (the "Warrants") to purchase two shares of Common Stock (the "Warrant Shares") at an exercise price of $1.23 per share. Each Warrant is immediately exercisable and expires five years from the date of issuance. The purchase price for each Unit includes $0.125 for each Warrant Share, or $0.25 per Warrant, in accordance with Nasdaq rules.
2. The exercisability of the Warrants is subject to a 4.99% beneficial ownership limitation.
/s/ Ryan M. Rourke Reed, Attorney-in-Fact 01/06/2023
** 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).
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POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby authorizes Jeffrey
S. Hackman, Michael G. Campbell, Jeffrey L. Quillen, Ryan M. Rourke Reed and
Stacie S. Aarestad, each acting singly, to execute and caused to be filed with
the United States Securities and Exchange Commission any and all documents
or filings, including any amendments thereto, required to be so filed. The
undersigned hereby grants to the attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do personally present, with full power of substitution, resubstitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney's-in-fact substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with all applicable laws,
including Sections 13 and 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing attorney-in-
fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 10th day of June, 2022.

/s/ James Sherblom
Name: James Sherblom