Sec Form 4 Filing - MIDDLETON FRED A @ CalciMedica, Inc. - 2024-01-23

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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
MIDDLETON FRED A
2. Issuer Name and Ticker or Trading Symbol
CalciMedica, Inc. [ CALC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CALCIMEDICA, INC., 505 COAST BLVD. S. #307
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2024
(Street)
LA JOLLA, CA92037
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 01/23/2024 P( 1 ) 243,356 A $ 3.702 946,744 I By Sanderling Venture Partners VI, LP ( 2 )
Common Stock 01/23/2024 P( 1 ) 144,676 A $ 3.702 727,433 I By Sanderling Venture Partners VI Co-Investment Fund, L.P. ( 3 )
Common Stock 01/23/2024 P( 1 ) 194,472 A $ 3.702 435,148 I By Sanderling Ventures VII, L.P. ( 4 )
Common Stock 01/23/2024 P( 1 ) 51,032 A $ 3.702 114,260 I By Sanderling Ventures VII (Canada), L.P. ( 5 )
Common Stock 01/23/2024 P( 1 ) 13,184 A $ 3.702 27,609 I By Sanderling Ventures VII Annex Fund, L.P. ( 4 )
Common Stock 01/23/2024 P( 1 ) 3,920 A $ 3.702 21,602 I By Sanderling Ventures Management VI ( 3 )
Common Stock 01/23/2024 P( 1 ) 28,744 A $ 3.702 30,292 I By Sanderling Ventures Management VII ( 5 )
Common Stock 11,714 D
Common Stock 8,176 I By Golden Triangle Ventures, LLC ( 6 )
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 $ 5.36 01/23/2024 P( 1 ) 121,678 01/23/2024( 7 ) 12/31/2024( 7 ) Common Stock 121,678 $ 0.125 121,678 I By Sanderling Venture Partners VI, LP ( 3 )
Warrant $ 7.15 01/23/2024 P( 1 ) 121,678 01/23/2024( 8 ) 12/31/2026( 8 ) Common Stock 121,678 $ 0.125 121,678 I By Sanderling Venture Partners VI, LP ( 3 )
Warrant $ 5.36 01/23/2024 P( 1 ) 72,338 01/23/2024( 7 ) 12/31/2024( 7 ) Common Stock 72,338 $ 0.125 72,338 I By Sanderling Venture Partners VI Co-Investment Fund, L.P. ( 3 )
Warrant $ 7.15 01/23/2024 P( 1 ) 72,338 01/23/2024( 8 ) 12/31/2026( 8 ) Common Stock 72,338 $ 0.125 72,338 I By Sanderling Venture Partners VI Co-Investment Fund, L.P. ( 3 )
Warrant $ 5.36 01/23/2024 P( 1 ) 97,236 01/23/2024( 7 ) 12/31/2024( 7 ) Common Stock 97,236 $ 0.125 97,236 I By Sanderling Ventures VII, L.P. ( 5 )
Warrant $ 7.15 01/23/2024 P( 1 ) 97,236 01/23/2024( 8 ) 12/31/2026( 8 ) Common Stock 97,236 $ 0.125 97,236 I By Sanderling Ventures VII, L.P. ( 5 )
Warrant $ 5.36 01/23/2024 P( 1 ) 25,516 01/23/2024( 7 ) 12/31/2024( 7 ) Common Stock 25,516 $ 0.125 25,516 I By Sanderling Ventures VII (Canada), L.P. ( 5 )
Warrant $ 7.15 01/23/2024 P( 1 ) 25,516 01/23/2024( 8 ) 12/31/2026( 8 ) Common Stock 25,516 $ 0.125 25,516 I By Sanderling Ventures VII (Canada), L.P. ( 5 )
Warrant $ 5.36 01/23/2024 P( 1 ) 6,592 01/23/2024( 7 ) 12/31/2024( 7 ) Common Stock 6,592 $ 0.125 6,592 I By Sanderling Ventures VII Annex Fund, L.P. ( 5 )
Warrant $ 7.15 01/23/2024 P( 1 ) 6,592 01/23/2024( 8 ) 12/31/2026( 8 ) Common Stock 6,592 $ 0.125 6,592 I By Sanderling Ventures VII Annex Fund, L.P. ( 5 )
Warrant $ 5.36 01/23/2024 P( 1 ) 1,960 01/23/2024( 7 ) 12/31/2024( 7 ) Common Stock 1,960 $ 0.125 1,960 I By Sanderling Ventures Management VI ( 3 )
Warrant $ 7.15 01/23/2024 P( 1 ) 1,960 01/23/2024( 8 ) 12/31/2026( 8 ) Common Stock 1,960 $ 0.125 1,960 I By Sanderling Ventures Management VI ( 3 )
Warrant $ 5.36 01/23/2024 P( 1 ) 14,372 01/23/2024( 7 ) 12/31/2024( 7 ) Common Stock 14,372 $ 0.125 14,372 I By Sanderling Ventures Management VII ( 5 )
Warrant $ 7.15 01/23/2024 P( 1 ) 14,372 01/23/2024( 8 ) 12/31/2026( 8 ) Common Stock 14,372 $ 0.125 14,372 I By Sanderling Ventures Management VII ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MIDDLETON FRED A
C/O CALCIMEDICA, INC.
505 COAST BLVD. S. #307
LA JOLLA, CA92037
X X
Signatures
/s/ John Dunn, Attorney-in-Fact 01/25/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities were acquired from the Issuer pursuant to a Securities Purchase Agreement dated January 19, 2024, with a closing date of January 23, 2024. The Securities Purchase Agreement and the issuance of the securities thereunder was approved by an independent committee of the Issuer's Board of Directors.
( 2 )The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the securities of the Issuer held by Sanderling Venture Partners VI, LP ("SVP VI, LP", together with Sanderling Ventu re Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling Ventures Management VI and Sanderling VI Limited Partnership (the "Sanderling VI Shares"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 3 )The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the Sanderling VI Securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 4 )The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the securities of the Issuer held by Sanderling Ventures VII, LP ("SVP VII, LP", together with Sanderling Ventures Management VII, Sanderling Ventures VII (Canada), L.P. and Sanderling Ventures VII Annex Fund, L.P., the "Sanderling VII Shares"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 5 )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.
( 6 )The Reporting Person is a managing member of Golden Triangle Ventures LLC and may be deemed to beneficially own the securities of the Issuer held by Golden Triangle Ventures LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 7 )The warrant may be exercised on or after January 23, 2024, and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2024, and (ii) thirty (30) days following the Issuer's public disclosure of topline results from the Issuer's Phase 2b clinical trial in patients with acute pancreatitis but not thereafter.
( 8 )The warrant may be exercised on or after January 23, 2024, and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2026 and (ii) thirty (30) days following the Issuer's public disclosure of topline results from the Issuer's planned Phase 2 clinical trial in patients with acute kidney injury but not thereafter.

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