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*
Konar Shameek

(Last) (First) (Middle)
10608 STOPPARD VIEW WAY

(Street)
KNOXVILLE TN 37922

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% owner group
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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.
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
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
12.0% Senior Secured Convertible Notes $0.055 12/29/2023 P(1) $112,500 12/29/2023 12/29/2024 Common Stock 2,045,454 $112,500 $112,500 I By Regolith Capital Investments L.P.(2)
Warrants to Purchase Common Stock $0.055 12/29/2023 P(1) 4,090,908 12/29/2023 12/29/2028 Common Stock 4,090,908 $0(1) 4,090,908 I By Regolith Capital Investments L.P.(2)
1. Name and Address of Reporting Person*
Konar Shameek

(Last) (First) (Middle)
10608 STOPPARD VIEW WAY

(Street)
KNOXVILLE TN 37922

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Konar Victoria

(Last) (First) (Middle)
10608 STOPPARD VIEW WAY

(Street)
KNOXVILLE TN 37922

(City) (State) (Zip)
Explanation of Responses:
1. Regolith Capital Investments, L.P. ("Regolith") entered into a Securities Purchase Agreement with the Issuer on December 29, 2023, pursuant to which Regolith acquired (i) $112,500 principal amount of the Issuer's 12.0% Senior Secured Convertible Notes (the "Notes") and (ii) 4,090,908 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.0001 per share ("Common Stock"), at an exercise price of $0.055 per share (the "Warrants"), representing 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately after the issuance thereof.
2. The reporting persons are general partners of Regolith and disclaim beneficial ownership of the securities held by Regolith except to the extent of their pecuniary interest therein
/s/ Shameek Konar 02/02/2024
/s/ Victoria Konar 02/02/2024
** 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.
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