Sec Form 4 Filing - Jermasek Douglas @ Unicycive Therapeutics, Inc. - 2023-03-08

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
Jermasek Douglas
2. Issuer Name and Ticker or Trading Symbol
Unicycive Therapeutics, Inc. [ UNCY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP of Corporate Strategy
(Last) (First) (Middle)
C/O UNICYCIVE THERAPEUTICS
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2023
(Street)
LOS ALTOS, CA94022
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
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
Series A Convertible Preferred Stock $ 0.4933 ( 1 ) 03/08/2023 A 50 ( 2 ) ( 3 )( 4 ) Common Stock ( 2 ) ( 4 ) ( 2 ) ( 4 ) $ 1,000 50 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jermasek Douglas
C/O UNICYCIVE THERAPEUTICS
LOS ALTOS, CA94022
EVP of Corporate Strategy
Signatures
/s/ Doug Jermasek 03/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Conversion Price of the Series A-1 Preferred Stock is subject to adjustment as set forth in that certain of Designation of Preferences, Rights andLimitations of the Series A Convertible Voting Preferred Stock attached as Exhibit 3.1 to the Issuer's Form 8-K filed with the Securities and ExchangeCommission on March 6, 2023 (the "Certificate of Designation"). Capitalized terms that are used but not defined in this Form 4 have the meanings given tothem in the Certificate of Designation.
( 2 )The shares of Series A-1 Convertible Preferred Stock are not convertible until the stockholders of the Issuer approve the Proposals. Additionally, on the Automatic Conversion Date, as set forth in the Certificate of Designation, each share of Series A-1 Preferred Stock shall automatically convert into a unit consisting of (1) shares of Common Stock (or shares of Series A-2 Preferred Stock) equal to the quotient of (A) the Liquidation Preference divided by (B) the Conversion Price, (2) a Tranche A Warrant, (3) a Tranche B Warrant and (4) a Tranche C Warrant.
( 3 )The shares of Series A-1 Convertible Preferred Stock have no expiration date.
( 4 )The Tranche A Warrants are exercisable for Series A-3 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. The Tranche B Warrants are exercisable for Series A-4 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. The Tranche C Warrants are exercisable for Series A-5 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. All shares of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock have no expiration date and are convertible into shares of Common Stock in accordance with the Certificate of Designation.

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