Sec Form 4 Filing - Valence Investments SPV IV LLC @ CalciMedica, Inc. - 2023-03-20

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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
Valence Investments SPV IV LLC
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)
590 MADISON AVENUE 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2023
(Street)
NEW YORK, NY10022
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 356,989 A 356,989 D
Common Stock 03/20/2023 A 66,228 A 66,228 I By Valence Investments SPV V, LLC
Common Stock 03/20/2023 A 316,109 A 316,109 I By Valence Investments SPV VI, LLC
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 $ 27.94 03/20/2023 A 9,935 ( 4 ) 02/22/2026 Common Stock 9,935 ( 5 ) 9,935 I By Valence Investments SPV V, LLC
Warrant $ 27.94 03/20/2023 A 9,935 ( 4 ) 06/25/2026 Common Stock 9,935 ( 5 ) 9,935 I By Valence Investments SPV V, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Valence Investments SPV IV LLC
590 MADISON AVENUE 21ST FLOOR
NEW YORK, NY10022
X
Valence Investments SPV V, LLC
590 MADISON AVENUE 21ST FLOOR
NEW YORK, NY10022
X
Valence Investments SPV VI, LLC
590 MADISON AVENUE 21ST FLOOR
NEW YORK, NY10022
X
Signatures
Valence Investments SPV IV, LLC, by /s/ Eric Roberts, Manager 05/03/2023
Signature of Reporting Person Date
Valence Investments SPV V, LLC, by /s/ Eric Roberts, Manager 05/03/2023
Signature of Reporting Person Date
Valence Investments SPV VI, LLC, by /s/ Eric Roberts, Manager 05/03/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for an aggregate of 12,395,423 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 2,299,564 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 3 )Received in exchange for 10,975,977 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
( 4 )Immediately exercisable.
( 5 )Received in exchange for a warrant to acquire 344,934 shares of common stock of CalciMedica pursuant to the Merger Agreement.

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