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*
Markelewicz Robert J. Jr.
(Last) (First) (Middle)
C/O ABPRO HOLDINGS, INC.
68 CUMMINGS PARK DRIVE
(Street)
WOBURN MA 01801
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Abpro Holdings, Inc. [ ABP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
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)
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 (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
Stock option (right to buy) $1.73 11/13/2024 A 24,300(1) (2) 12/19/2038 Common Stock, par value $0.0001 per share 24,300 $0 24,300 D
Stock option (right to buy) $1.73 11/13/2024 A 538,600(1) (2) 09/28/2028 Common Stock, par value $0.0001 per share 538,600 $0 538,600 D
Stock option (right to buy) $1.63 11/13/2024 A 29,800(1) (2) 04/19/2031 Common Stock, par value $0.0001 per share 29,800 $0 29,800 D
Stock option (right to buy) $1.67 11/13/2024 A 40,800(1) (2) 06/19/2030 Common Stock, par value $0.0001 per share 40,800 $0 40,800 D
Stock option (right to buy) $1.63 11/13/2024 A 41,700(1) (3) 04/19/2031 Common Stock, par value $0.0001 per share 41,700 $0 41,700 D
Stock option (right to buy) $1.73 11/13/2024 A 74,600(1) (2) 12/19/2028 Common Stock, par value $0.0001 per share 74,600 $0 74,600 D
Stock option (right to buy) $1.63 11/13/2024 A 10,200(1) (4) 02/18/2032 Common Stock, par value $0.0001 per share 10,200 $0 10,200 D
Explanation of Responses:
1. Reflects the issuance by Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II) (the "Issuer") of rollover stock options awards in connection with the closing of the business combination between Issuer and Abpro Corporation, a Delaware corporation ("Abpro"), pursuant to a Business Combination Agreement, dated as of December 11, 2023 (as amended by Amendment No. 1 to Business Combination Agreement, dated September 4, 2024, the "Business Combination Agreement"), among the Issuer, Abpro Merger Sub Corp, a Delaware corporation, and Abpro.
2. This stock option award is 100% vested.
3. This stock option award was initially granted by Abpro to the reporting person on April 14, 2021. The sock option award vests as follows: twenty-five percent (25%) the shares subject to the option vested on April 14, 2022, and the remaining seventy-five percent (75%) of the total number of shares subject to the option vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer through such date.
4. This stock option award was initially granted by Abpro to the reporting person on February 18, 2022. The sock option award vests as follows: twenty-five percent (25%) the shares subject to the option vested on February 18, 2023, and the remaining seventy-five percent (75%) of the total number of shares subject to the option vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer through such date.
/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact 11/15/2024
** 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.
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