Filing Details

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

OMB Number: 3235-0287

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1. Name and Address of Reporting Person*

Shukla Rajiv

2. Issuer Name and Ticker or Trading Symbol

Carmell Corporation CTCX

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X   DirectorX   10% Owner

X   Officer (give title below)Other (specify below)

Chairman and Chief Executive Officer

(Last) (First) (Middle)

c/o Carmell Corporation

2403 Sidney Street, Suite 300

3. Date of Earliest Transaction (Month/Day/Year)

11/17/2023

(Street)

Pittsburgh PA 15203

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

XForm filed by One Reporting Person

Form filed by More than One Reporting Person

(City) (State) (Zip)

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

11/17/2023

11/21/2023

P

2,000

A

$2.6899 (1)

10,612

D

Common Stock

11/20/2023

11/22/2023

P

3,750

A

$2.6179 (2)

14,362

D

Common Stock

11/21/2023

11/24/2023

P

200

A

$2.4857

14,562

D

Common Stock

4,249,908

I

By AHAC Sponsor III LLC (3)

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

/s/ Rajiv Shukla

11/21/2023

** 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).

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.