Roberts Eric W was granted 91,086 shares, increasing direct ownership by 449% to 111,373 units (SEC Form 4)
$GRAY
Biotechnology: Pharmaceutical Preparations
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CalciMedica, Inc. [ CALC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 02/05/2024 | A(1) | 91,086 | A | $4.2665 | 111,373 | D | |||
| Common Stock | 35,894 | I | By Oppenheimer & Co Inc. Custodian FBO Eric W Roberts Roth IRA | |||||||
| Common Stock | 5,223 | I | By FMTC Custodian - Roth IRA FBO Eric W. Roberts | |||||||
| Common Stock | 10,661 | I | By IRA Financial Trust Company CFBO Eric W. Roberts | |||||||
| Common Stock | 356,989 | I | By Valence Investments SPV IV, LLC(2) | |||||||
| Common Stock | 66,228 | I | By Valence Investments SPV V, LLC(2) | |||||||
| Common Stock | 316,109 | I | By Valence Investments SPV VI, LLC(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant | $5.36 | 02/05/2024 | A(1) | 45,543 | 02/05/2024(3) | 12/31/2024(3) | Common Stock | 45,543 | $0.125 | 45,543 | D | ||||
| Warrant | $7.15 | 02/05/2024 | A(1) | 45,543 | 02/05/2024(4) | 12/31/2026(4) | Common Stock | 45,543 | $0.125 | 45,543 | D | ||||
| Explanation of Responses: |
| 1. The securities were acquired from the Issuer pursuant to a Securities Purchase Agreement dated January 19, 2024, with a closing date of February 5, 2024. The Securities Purchase Agreement and the issuance of the securities thereunder was approved by an independent committee of the Issuer's Board of Directors. |
| 2. The Reporting Person, a co-founder and managing director of Valence Investments SPV IV, LLC ("Valence IV"), Valence Investments SPV V, LLC ("Valence V") and Valence Investments SPV VI, LLC (Valence VI), may be deemed to beneficially own the securities held by Valence IV, Valence V and Valence VI (the "Valence Securities"). The Reporting Person disclaims beneficial ownership of the Valence Securities except to the extent of his pecuniary interest therein. |
| 3. The warrant may be exercised on or after February 5, 2024, and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2024, and (ii) thirty (30) days following the Issuer's public disclosure of topline results from the Issuer's Phase 2b clinical trial in patients with acute pancreatitis but not thereafter. |
| 4. The warrant may be exercised on or after February 5, 2024, and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2026 and (ii) thirty (30) days following the Issuer's public disclosure of topline results from the Issuer's planned Phase 2 clinical trial in patients with acute kidney injury but not thereafter. |
| /s/ John Dunn, Attorney-in-Fact | 02/06/2024 | |
| ** 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. | ||