SEC FORM 4

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).

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.

1. Name and Address of Reporting Person^*

Ehrlich Christopher B

(Last)

(First)

(Middle)

CERO THERAPEUTICS HOLDINGS, INC.

201 HASKINS WAY, SUITE 230

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CERO THERAPEUTICS HOLDINGS, INC. [ CERO ]

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)
02/14/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2024		J⁽⁶⁾		1,125,000	D	⁽⁶⁾	4,171,246	I	By Phoenix Biotech Sponsor, LLC⁽²⁾
Common Stock	02/14/2024		J⁽¹⁾		4,171,246	D	⁽¹⁾	1,000,000	I	By Phoenix Biotech Sponsor, LLC⁽²⁾
Common Stock	02/14/2024		J⁽¹⁾		478,825	A	⁽¹⁾	478,825	D
Common Stock	02/14/2024		J⁽¹⁾		3,600	A	⁽¹⁾	3,600	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$10	02/14/2024		M⁽³⁾			0⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	$0.00	0	I	By Phoenix Biotech Sponsor, LLC⁽²⁾
Series A Convertible Preferred Stock	$10	02/14/2024		M⁽³⁾		1,555		⁽⁴⁾	⁽⁴⁾	Common Stock	155,500	$1,000	1,555	I	By Phoenix Biotech Sponsor, LLC⁽²⁾
Series A Convertible Preferred Stock	$10	02/14/2024		J⁽¹⁾			1,555	⁽⁴⁾	⁽⁴⁾	Common Stock	155,500	$1,000	0	I	By Phoenix Biotech Sponsor, LLC⁽²⁾
Series A Convertible Preferred Stock	$10	02/14/2024		A⁽⁵⁾		100		⁽⁴⁾	⁽⁴⁾	Common Stock	10,000	$1,000	100	D
Series A Convertible Preferred Stock	$10	02/14/2024		J⁽¹⁾		175		⁽⁴⁾	⁽⁴⁾	Common Stock	17,500	$1,000	275	D
Warrants	$11.5	02/14/2024		J⁽¹⁾			349,998	03/15/2024	02/14/2029	Common Stock	349,998	$0.00	0	I	By Phoenix Biotech Sponsor, LLC⁽²⁾
Warrants	$11.5	02/14/2024		J⁽¹⁾		5,000		03/15/2024	02/14/2029	Common Stock	5,000	$0.00	5,000	D

Explanation of Responses:

1. Represents (a) shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members without consideration and (b) shares of Common Stock issued by the Issuer to the Reporting Person in connection with the closing of the Issuer's business combination.

2. These securities are held directly by the Sponsor, which was previously managed by the reporting person. As of February 16, 2024, the reporting person was no longer the manager of the Sponsor. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

3. Upon closing of the Issuer's business combination, the aggregate principal amount of the Convertible Promissory Note converted into shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") at a conversion price equal to $10.00.

4. Each share of Series A Preferred Stock has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments. The Series A Preferred Stock has no expiration date.

5. On February 14, 2024, the reporting person acquired 100 shares of Series A Preferred Stock in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of February 5, 2024, as amended.

6. Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Charles Carter, Attorney-in-Fact	02/16/2024
	** 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.
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.

Ehrlich Christopher B disposed of 5,296,246 shares and acquired 482,425 shares (SEC Form 4)