Form 3 Comera Life Sciences For: May 19 Filed by: Mahoney Robert Patrick

May 20, 2022 8:17 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 *
Mahoney Robert Patrick

(Last) (First) (Middle)
12 GILL STREET, SUITE 4650

(Street)
WOBURN MA 01801

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2022
3. Issuer Name and Ticker or Trading Symbol
Comera Life Sciences Holdings, Inc. [ CMRA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 104,576 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Earn-Out Shares   (2)   (2) Common Stock 26,651 (2) D  
Stock Option (Right to Buy) (3) 09/16/2022 09/16/2031 Common Stock 25,490 0.77 D  
Explanation of Responses:
1. The Reporting Person acquired these securities on May 19, 2022 in exchange for the Reporting Person's holdings in Comera Life Sciences, Inc. (the "Company") pursuant to the Business Combination Agreement, dated January 31, 2022, as amended, by and among OTR Acqusition Corp. (the "SPAC"), Comera Life Sciences Holdings, Inc. ("Holdco"), CLS Sub Merger 1 Corp., ("Company Merger Sub"), CLS Sub Merger 2 Corp. ("SPAC Merger Sub") and the Company (the "Agreement"). Each earn-out share represents a contingent right to receive a share of Holdco common stock. Pursuant to an "earn-out" provision in the Agreement, the Reporting Person will be entitled to receive the earn-out shares if, at any time during the period beginning on May 19,2022 and ending on May 19, 2024, the VWAP of Holdco common stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days.
2. Each earn-out share represents a contingent right to receive a share of Holdco common stock. Pursuant to an "earn-out" provision in the Agreement, the Reporting Person will be entitled to receive the earn-out shares if, at any time during the period beginning on May 19,2022 and ending on May 19, 2024, the VWAP of Holdco common stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days.
3. The option vests in four annual increments beginning on September 16, 2022.
/s/ Robert Mahoney 05/20/2022
** 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 Number.


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