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).
1. Name and Address of Reporting Person*
Stauderman Kenneth A.

(Last) (First) (Middle)
CALCIMEDICA, INC.
505 COAST S. BLVD. #202

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CalciMedica, Inc. /DE/ [ CALC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2023
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
Common Stock 03/20/2023 A 11,944 A (1) 11,944 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 (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
Employee Stock Option (right to buy) $2.44 03/20/2023 A 22,777 (2) 08/01/2028 Common Stock 22,777 (3)(4) 22,777 D
Employee Stock Option (right to buy) $2.44 03/20/2023 A 8,640 (2) 04/24/2029 Common Stock 8,640 (4)(5) 8,640 D
Employee Stock Option (right to buy) $6.6 03/20/2023 A 21,647 (6) 06/29/2030 Common Stock 21,647 (4)(7) 21,647 D
Employee Stock Option (right to buy) $7.99 03/20/2023 A 7,264 (8) 04/27/2031 Common Stock 7,264 (4)(9) 7,264 D
Employee Stock Option (right to buy) $7.99 03/20/2023 A 13,147 (2) 04/27/2031 Common Stock 13,147 (4)(10) 13,147 D
Employee Stock Option (right to buy) $7.99 03/20/2023 A 7,264 (8) 06/30/2031 Common Stock 7,264 (4)(9) 7,264 D
Employee Stock Option (right to buy) $19.45 03/20/2023 A 5,472 (2) 07/12/2032 Common Stock 5,472 (4)(11) 5,472 D
Employee Stock Option (right to buy) $10.42 03/20/2023 A 661 (2) 08/30/2032 Common Stock 661 (4)(12) 661 D
Employee Stock Option (right to buy) $10.42 03/20/2023 A 1,954 (2) 08/30/2032 Common Stock 1,954 (4)(13) 1,954 D
Employee Stock Option (right to buy) $17.34 03/20/2023 A 2,090 (14) 03/19/2033 Common Stock 2,090 (4)(15) 2,090 D
Employee Stock Option (right to buy) $17.34 03/20/2023 A 18,991 (14) 03/19/2033 Common Stock 18,991 (4)(16) 18,991 D
Employee Stock Option (right to buy) $17.34 03/20/2023 A 1,877 (14) 03/19/2023 Common Stock 1,877 (4)(17) 1,877 D
Explanation of Responses:
1. Received in exchange for 414,706 shares of common stock of CalciMedica, Inc. ("CalciMedica") pursuant to an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among CalciMedica, the Issuer and Camaro Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on March 20, 2023, Merger Sub merged with and into CalciMedica (the "Merger"), with CalciMedica surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of CalciMedica common stock was converted into the right to receive 0.0288 of a share of the Issuer's common stock. Subsequent to the Merger, the name of the Issuer was changed from Graybug Vision, Inc. to CalciMedica, Inc.
2. Immediately exercisable.
3. Received in exchange for a stock option to acquire 790,880 shares of common stock of CalciMedica pursuant to the Merger Agreement.
4. Upon the closing of the Merger, each outstanding option to purchase shares of CalciMedica common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock.
5. Received in exchange for a stock option to acquire 300,000 shares of common stock of CalciMedica pursuant to the Merger Agreement.
6. 25% of the shares subject to the option vested on June 30, 2020 and the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments thereafter.
7. Received in exchange for a stock option to acquire 751,649 shares of common stock of CalciMedica pursuant to the Merger Agreement.
8. Beginning on February 22, 2021, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
9. Received in exchange for a stock option to acquire 252,226 shares of common stock of CalciMedica pursuant to the Merger Agreement.
10. Received in exchange for a stock option to acquire 456,522 shares of common stock of CalciMedica pursuant to the Merger Agreement.
11. Received in exchange for a stock option to acquire 190,000 shares of common stock of CalciMedica pursuant to the Merger Agreement.
12. Received in exchange for a stock option to acquire 22,977 shares of common stock of CalciMedica pursuant to the Merger Agreement.
13. Received in exchange for a stock option to acquire 67,873 shares of common stock of CalciMedica pursuant to the Merger Agreement.
14. Beginning on November 22, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
15. Received in exchange for a stock option to acquire 72,589 shares of common stock of CalciMedica pursuant to the Merger Agreement.
16. Received in exchange for a stock option to acquire 659,413 shares of common stock of CalciMedica pursuant to the Merger Agreement.
17. Received in exchange for a stock option to acquire 65,191 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Remarks:
By John Dunn, Attorney-in-Fact 03/22/2023
** 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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