Sec Form 4 Filing - Upton Richard A @ Carmell Corp - 2024-10-11

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Upton Richard A 2. Issuer Name and Ticker or Trading Symbol Carmell Corp [ CTCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CARMELL CORPORATION, 2403 SIDNEY STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 10/11/2024 (Street) PITTSBURGH, PA15203 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 Commmon Stock 1,358,019 ( 1 ) I Harbor Light Capital Partners ( 1 ) Common Stock 15,000 D

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) $ 0.358 10/11/2024 A 76,878 10/11/2025( 2 ) 10/11/2034 Common Stock 76,878 $ 0 76,878 D Stock Option (right to buy) $ 2.1123 09/23/2022( 2 ) 09/23/2031 Common Stock 76,878 76,878 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Upton Richard A C/O CARMELL CORPORATION 2403 SIDNEY STREET, SUITE 300 PITTSBURGH, PA15203 X Signatures /s/ Richard Upton 11/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Carmell Series of Harbor Light Direct Investment, LLC is the record holder of 1,248,114 shares and Harbor Light Direct Investment, LP is the record holder of 109,905 shares. The Reporting Person is the General Partner of Harbor Light Capital Partners, the investment manager to these entities, and may be deemed the beneficial owner of such shares. The Reporting Person disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. ( 2 )Stock options vest as follows: 25% on the one-year anniversary of grant date, with the remaining 75% in 36 equal monthly installments thereafter, subject to continued service through each vesting 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.