Janet Vargo - Jul 14, 2023 Form 4 Insider Report for ALPHA HEALTHCARE ACQUISITION CORP III (CTCX)

Role: VP Clinical Services
Signature: /s/ Randolph W. Hubbell, Attorney-in-Fact
Stock symbol: CTCX
Transactions as of: Jul 14, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/18/2023, 08:30 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CTCX	Common Stock	Award		+27K			27K	Jul 14, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CTCX	Stock Options (right to buy)	Award		+1.05K			1.05K	Jul 14, 2023	Common Stock	1.05K	$1.79	Direct	F2, F5
transaction	CTCX	Stock Options (right to buy)	Award		+16.6K			16.6K	Jul 14, 2023	Common Stock	16.6K	$2.27	Direct	F2, F5
transaction	CTCX	Stock Options (right to buy)	Award		+119K			119K	Jul 14, 2023	Common Stock	119K	$2.11	Direct	F3, F5
transaction	CTCX	Stock Options (right to buy)	Award		+12.3K			12.3K	Jul 14, 2023	Common Stock	12.3K	$2.60	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 14, 2023, Alpha Healthcare Acquisition Corp. III ("ALPA") consummated a business combination (the "Business Combination") by and among ALPA, Candy Merger Sub, Inc., a Delaware Corporation ("Merger Sub") and Carmell Regen Med Corporation, a Delaware corporation ("Legacy Carmell"), ALPA changed its name to "Carmell Therapeutics Corporation" and Merger Sub merged with and into Legacy Carmell. As part of the Business Combination, each share of common stock of Legacy Carmell was exchanged for 0.06154 shares of common stock of Carmell Therapeutics Corporation.
F2	Options are fully vested and exercisable.
F3	Options to purchase 119,098 shares of Common Stock granted on September 23, 2021, which vest as follows: (i) 25% vested on September 23, 2022 and the remaining 75% will vest in 36 equal monthly installments thereafter, subject to continued service through each vesting date.
F4	Options to purchase 12,309 shares of Common Stock granted on December 15, 2022, which vest as follows: (i) 25% will vest on December 15, 2023 and the remaining 75% will vest in 36 equal monthly installments thereafter, subject to continued service through each vesting date.
F5	As part of the Business Combination, each Legacy Carmell stock option was exchanged for a stock option to acquire 0.06154 shares of common stock of Carmell Therapeutics Corporation.