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^*

Tom Penny

(Last)

(First)

(Middle)

2223 AVENIDA DE LA PLAYA, SUITE 105

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Equillium, Inc. [ EQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2025

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)

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)
Employee Stock Option (right to buy)	$0.785	02/14/2025		A		65,000		⁽¹⁾	01/30/2029	Common Stock	65,000	⁽²⁾	65,000	D
Employee Stock Option (right to buy)	$2.45	02/14/2025		D			65,000	⁽¹⁾	01/30/2029	Common Stock	65,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$0.785	02/14/2025		A		45,000		⁽¹⁾	12/09/2029	Common Stock	45,000	⁽²⁾	45,000	D
Employee Stock Option (right to buy)	$2.45	02/14/2025		D			45,000	⁽¹⁾	12/09/2029	Common Stock	45,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$0.785	02/14/2025		A		40,000		⁽¹⁾	01/03/2031	Common Stock	40,000	⁽²⁾	40,000	D
Employee Stock Option (right to buy)	$5.03	02/14/2025		D			40,000	⁽¹⁾	01/03/2031	Common Stock	40,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$0.785	02/14/2025		A		60,000		⁽¹⁾	01/18/2032	Common Stock	60,000	⁽²⁾	60,000	D
Employee Stock Option (right to buy)	$3.86	02/14/2025		D			60,000	⁽¹⁾	01/18/2032	Common Stock	60,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$0.785	02/14/2025		A		40,000		⁽¹⁾	05/01/2032	Common Stock	40,000	⁽²⁾	40,000	D
Employee Stock Option (right to buy)	$2.52	02/14/2025		D			40,000	⁽¹⁾	05/01/2032	Common Stock	40,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$0.785	02/14/2025		A		100,000		⁽¹⁾	01/02/2033	Common Stock	100,000	⁽²⁾	100,000	D
Employee Stock Option (right to buy)	$1.06	02/14/2025		D			100,000	⁽¹⁾	01/02/2033	Common Stock	100,000	⁽²⁾	0	D

Explanation of Responses:

1. Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.

2. On August 7, 2023, the Board of Directors of the Company approved the repricing of certain options based on the closing price of the Company's common stock on August 14, 2023. The repricing of these options was subject to a holding period that lapsed on February 14, 2025. The repricing resulted in the impacted options having a lower exercise price of $0.785 per share, which is the closing price of the Company's common stock on the Nasdaq Capital Market on August 14, 2023. All of the other terms of the options remained unchanged.

	/s/ Penny Tom	02/19/2025
	** 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).
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SEC Form 4 filed by Principal Accounting Officer Tom Penny