Sec Form 4 Filing - MARTELL RON @ Jasper Therapeutics, Inc. - 2024-06-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARTELL RON 2. Issuer Name and Ticker or Trading Symbol Jasper Therapeutics, Inc. [ JSPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO and Director (Last) (First) (Middle) C/O JASPER THERAPEUTICS, INC., 2200 BRIDGE PKWY, SUITE 102 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2024 (Street) REDWOOD CITY, CA94065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 23.95 06/10/2024 A 10,000 ( 1 ) 06/10/2034 Voting Common Stock 10,000 $ 0 10,000 D Performance Restricted Stock Units ( 2 ) 06/10/2024 A 20,000 ( 3 ) 06/10/2026 Voting Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARTELL RON C/O JASPER THERAPEUTICS, INC. 2200 BRIDGE PKWY, SUITE 102 REDWOOD CITY, CA94065 X President, CEO and Director Signatures /s/ Herb Cross, as Attorney-in-Fact for Ron Martell 06/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1/4th of the shares subject to the option shall vest on June 10, 2025, and 1/48th of the shares subject to the option shall vest following each one-month period thereafter, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive. ( 2 )Represents a grant of performance-based restricted stock units ("PRSUs"), with each PRSU representing a contingent right to receive one share of common stock of the Issuer. ( 3 )If, by June 10, 2026, the closing price of the Issuer's common stock on the Nasdaq Capital Market is at or above $35.00 per share (subject to adjustment for recapitalizations, stock splits and similar transactions) for thirty consecutive calendar days, all of the shares of the Issuer's common stock subject to the PRSUs shall vest in full on such thirtieth day, so long as the Reporting Person provides continuous services to the Issuer on and through the vesting date, inclusive.

Remarks: Exhibit 24 - Power of Attorney

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).

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