Sec Form 4 Filing - Sanderling Venture Partners VI LP @ CalciMedica, Inc. - 2023-03-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Sanderling Venture Partners VI LP
2. Issuer Name and Ticker or Trading Symbol
CalciMedica, Inc. [ CALC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1300 S. EL CAMINO REAL SUITE 203,
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2023
(Street)
SAN MATEO, CA94402
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 03/20/2023 A 703,388 A 703,388 D
Common Stock 03/20/2023 A 582,757 A 582,757 I By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Common Stock 03/20/2023 A 17,682 A 17,682 I By Sanderling Ventures Management VI
Common Stock 03/20/2023 A 7,456 A 7,456 I By Sanderling VI Beteligungs GmbH & Co KG
Common Stock 03/20/2023 A 8,884 A 8,884 I By Sanderling VI Limited Partnership
Common Stock 03/20/2023 A 240,676 A 240,676 I By Sanderling Ventures VII, L.P.
Common Stock 03/20/2023 A 14,425 A 14,425 I By Sanderling Ventures VII Annex Fund, L.P.
Common Stock 03/20/2023 A 63,228 A 63,228 I By Sanderling Ventures VII (Canada), L.P. ( 9 )
Common Stock 03/20/2023 A 1,548 A 1,548 I By Sanderling Ventures Management VII
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
Warrant $ 26.74 03/20/2023 A 2,672 ( 11 ) 02/28/2027 Common Stock 2,672 ( 12 ) 2,672 D
Warrant $ 27.94 03/20/2023 A 16,539 ( 11 ) 02/22/2026 Common Stock 16,539 ( 13 ) 16,539 D
Warrant $ 27.94 03/20/2023 A 2,685 ( 11 ) 06/25/2026 Common Stock 2,685 ( 14 ) 2,685 D
Warrant $ 26.74 03/20/2023 A 1,910 ( 11 ) 02/28/2027 Common Stock 1,910 ( 15 ) 1,910 I By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Warrant $ 27.94 03/20/2023 A 6,852 ( 11 ) 02/22/2026 Common Stock 6,852 ( 16 ) 6,852 I By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Warrant $ 27.94 03/20/2023 A 15,403 ( 11 ) 06/25/2026 Common Stock 15,403 ( 17 ) 15,403 I By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Warrant $ 27.94 03/20/2023 A 237 ( 11 ) 03/04/2026 Common Stock 237 ( 18 ) 237 I By Sanderling Ventures Management VI
Warrant $ 27.94 03/20/2023 A 183 ( 11 ) 06/25/2026 Common Stock 183 ( 19 ) 183 I By Sanderling Ventures Management VI
Warrant $ 27.94 03/20/2023 A 8,393 ( 11 ) 02/22/2026 Common Stock 8,393 ( 20 ) 8,393 I By Sanderling Ventures VII, LP
Warrant $ 27.94 03/20/2023 A 12,380 ( 11 ) 06/25/2026 Common Stock 12,380 ( 21 ) 12,380 I By Sanderling Ventures VII, LP
Warrant $ 27.94 03/20/2023 A 2,203 ( 11 ) 03/04/2026 Common Stock 2,203 ( 22 ) 2,203 I By Sanderling Ventures VII (Canada), LP
Warrant $ 27.94 03/20/2023 A 3,249 ( 11 ) 06/25/2026 Common Stock 3,249 ( 23 ) 3,249 I By Sanderling Ventures VII (Canada), LP
Warrant $ 27.94 03/20/2023 A 569 ( 11 ) 03/04/2026 Common Stock 569 ( 24 ) 569 I By Sanderling Ventures VII Annex Fund, L.P.
Warrant $ 27.94 03/20/2023 A 840 ( 11 ) 06/25/2026 Common Stock 840 ( 25 ) 840 I By Sanderling Ventures VII Annex Fund, L.P.
Warrant $ 27.94 03/20/2023 A 113 ( 11 ) 03/04/2026 Common Stock 113 ( 26 ) 113 I By Sanderling Ventures Management VII
Warrant $ 27.94 03/20/2023 A 167 ( 11 ) 06/25/2026 Common Stock 167 ( 27 ) 167 I By Sanderling Ventures Management VII
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sanderling Venture Partners VI LP
1300 S. EL CAMINO REAL SUITE 203
SAN MATEO, CA94402
X
Sanderling Venture Partners VI Co Investment Fund LP
1300 S EL CAMINO REAL
SUITE 203
SAN MATEO, CA94402
X
Sanderling Ventures Management VI
1300 S EL CAMINO REAL
SUITE 203
SAN MATEO, CA94402
X
Sanderling VI Beteiligungs GmbH & Co KG
1300 S EL CAMINO REAL
SUITE 203
SAN MATEO, CA94402
X
Sanderling VI Limited Partnership
1300 S EL CAMINO REAL
SUITE 203
SAN MATEO, CA94402
X
Sanderling Ventures VII, L.P.
1300 S. EL CAMINO REAL
SUITE 203
SAN MATEO, CA94402
X
Sanderling Ventures VII Annex Fund, L.P.
1300 S EL CAMINO REAL
SUITE 203
SAN MATEO, CA94402
X
Sanderling Ventures Management VII
1300 S. EL CAMINO REAL SUITE 203
SAN MATEO, CA94402
X
Sanderling Ventures VII (Canada), L.P.
1300 S. EL CAMINO REAL SUITE 203
SAN MATEO, CA94402
X
Signatures
Sanderling Venture Partners VI , L.P., By: /s/ Fred Middleton, Managing Director of Middleton, McNeil & Mills Associates VI, L.P., its General Partner 10/10/2023
Signature of Reporting Person Date
Sanderling Venture Partners VI Co-Investment Fund, L.P., By: /s/ Fred Middleton, Managing Director of Middleton, McNeil & Mills Associates VI, LLC, its General Partner 10/10/2023
Signature of Reporting Person Date
Sanderling Ventures Management VI, By: /s/ Fred Middleton, Owner 10/10/2023
Signature of Reporting Person Date
Sanderling VI Beteiligungs GmbH & Co. KG, By: /s/ Fred Middleton, Managing Director of Middleton, McNeil & Mills Associates VI, LLC, its Managing Limited Partner 10/10/2023
Signature of Reporting Person Date
Sanderling VI Limited Partnership, By: /s/ Fred Middleton, Managing Director of Middleton, McNeil & Mills Associates VI, LLC, its Investment General Partner 10/10/2023
Signature of Reporting Person Date
Sanderling Ventures VII, L.P. , By: /s/ Fred Middleton, Managing Director of M4 Partners VII, LLC, its General Partner 10/10/2023
Signature of Reporting Person Date
Sanderling Ventures VII Annex Fund, L.P., By: /s/ Fred Middleton, Managing Director of M4 Partners VII Annex, LLC, its General Partner 10/10/2023
Signature of Reporting Person Date
Sanderling Ventures Management VII, By: /s/ Fred Middleton, Owner 10/10/2023
Signature of Reporting Person Date
Sanderling Ventures VII (Canada), L.P., By: /s/ D. Michael Dixon, President of Sanderling Ventures VII (Canada) GP Inc., General Partner of Sanderling Ventures VII (Canada) G.P., L.P, its General Partner 10/10/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 24,423,158 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 )Received in exchange for 20,234,606 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 3 )Received in exchange for 613,943 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 4 )Received in exchange for 258,883 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 5 )Received in exchange for 308,455 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 6 )Received in exchange for 8,356,779 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 7 )Received in exchange for 500,854 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 8 )Received in exchange for 2,195,354 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 9 )The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the Sanderling VII Securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 10 )Received in exchange for 53,733 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 11 )Immediately exercisable.
( 12 )Received in exchange for a warrant to purchase 92,748 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 13 )Received in exchange for a warrant to purchase 574,269 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 14 )Received in exchange for a warrant to purchase 93,225 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 15 )Received in exchange for a warrant to purchase 66,305 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 16 )Received in exchange for a warrant to purchase 237,911 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 17 )Received in exchange for a warrant to purchase 534,815 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 18 )Received in exchange for a warrant to purchase 8,203 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 19 )Received in exchange for a warrant to purchase 6,343 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 20 )Received in exchange for a warrant to purchase 291,407 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 21 )Received in exchange for a warrant to purchase 429,837 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 22 )Received in exchange for a warrant to purchase 76,470 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 23 )Received in exchange for a warrant to purchase 112,796 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 24 )Received in exchange for a warrant to purchase 19,754 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 25 )Received in exchange for a warrant to purchase 29,139 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 26 )Received in exchange for a warrant to purchase 3,915 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 27 )Received in exchange for a warrant to purchase 5,775 shares of common stock of CalciMedica pursuant to the Merger Agreement.

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.