Sec Form 4 Filing - WILSON ROBERT N @ CalciMedica, Inc. /DE/ - 2023-03-20

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
WILSON ROBERT N
2. Issuer Name and Ticker or Trading Symbol
CalciMedica, Inc. /DE/ [ CALC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CALCIMEDICA, INC., 505 COAST S. BLVD. #202
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2023
(Street)
LA JOLLA, CA
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 181,655 A 181,655 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 (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
Director Stock Option (right to buy) $ 6.6 03/20/2023 A 23,557 ( 2 ) 06/29/2030 Common Stock 23,557 ( 3 ) ( 4 ) 23,557 D
Director Stock Option (right to buy) $ 7.99 03/20/2023 A 5,760 ( 5 )( 6 ) 04/27/2031 Common Stock 5,760 ( 3 ) ( 7 ) 5,760 D
Director Stock Option (right to buy) $ 7.99 03/20/2023 A 5,760 ( 6 ) 06/30/2031 Common Stock 5,760 ( 3 ) ( 7 ) 5,760 D
Director Stock Option (right to buy) $ 17.34 03/20/2023 A 7,577 ( 5 ) 03/19/2033 Common Stock 7,577 ( 3 ) ( 8 ) 7,577 D
Director Stock Option (right to buy) $ 17.34 03/20/2023 A 1,488 ( 5 ) 03/19/2033 Common Stock 1,488 ( 3 ) ( 9 ) 1,488 D
Warrant $ 27.94 03/20/2023 A 8,592 ( 10 ) 02/22/2026 Common Stock 8,592 ( 11 ) 8,592 D
Warrant $ 27.94 03/20/2023 A 8,592 ( 10 ) 06/25/2026 Common Stock 8,592 ( 11 ) 8,592 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILSON ROBERT N
C/O CALCIMEDICA, INC.
505 COAST S. BLVD. #202
LA JOLLA, CA
X
Signatures
By John Dunn, Attorney-in-Fact 03/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 6,307,451 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 )Beginning on June 15, 2020, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
( 3 )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.
( 4 )Received in exchange for a stock option to acquire 817,964 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 5 )Beginning on November 22, 2022, the shares subject to the option vest in a series of twelve (12) successive equal monthly installments.
( 6 )Beginning on February 22, 2021, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
( 7 )Received in exchange for a stock option to acquire 200,000 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 8 )Received in exchange for a stock option to acquire 263,107 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 9 )Received in exchange for a stock option to acquire 51,692 shares of common stock of CalciMedica pursuant to the Merger Agreement.
( 10 )Immediately exercisable.
( 11 )Received in exchange for a warrant to purchase 298,321 shares of common stock of CalciMedica pursuant to the Merger Agreement.

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