Sec Form 4 Filing - Gupta Pramod @ Unicycive Therapeutics, Inc. - 2023-07-11

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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
Gupta Pramod
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, Pharmaceuticals and BD
(Last) (First) (Middle)
C/O UNICYCIVE THERAPEUTICS
3. Date of Earliest Transaction (MM/DD/YY)
07/11/2023
(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
Common Stock 07/11/2023 M 41,845 A 41,845 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
Series A-1 Convertible Preferred Stock $ 0.49 07/11/2023 M 20 ( 2 ) ( 2 ) Common Stock ( 2 ) $ 1,000 0 D
Warrant (right to buy $ 0.54 07/11/2023 M 31,700 07/11/2023 ( 3 ) Series A-3 Convertible Preferred Stock 31,700 ( 1 ) 31,700 D
Warrant (right to buy) $ 0.59 07/11/2023 M 28,818 07/11/2023 ( 4 ) Series A-4 Convertible Preferred Stock 28,818 ( 1 ) 28,818 D
Warrant (right to buy) $ 0.74 07/11/2023 M 46,110 07/11/2023 ( 5 ) Series A-5 Convertible Preferred Stock 46,110 ( 1 ) 46,110 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gupta Pramod
C/O UNICYCIVE THERAPEUTICS
LOS ALTOS, CA94022
EVP, Pharmaceuticals and BD
Signatures
/s/ Pramod Gupta 07/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities were included within the units issued to the reporting person upon conversion of the Series A-1 Convertible Preferred Stock. The Series A-1 Convertible Preferred Stock converted into units at an exercise price of $0.49 per share.
( 2 )On July 11, 2023, the shares of Series A-1 Convertible Preferred Stock automatically converted into units consisting of (1) 41,845 shares of common stock, (2) a Tranche A Warrant to purchase 31,700 shares of Series A-3 Convertible Preferred Stock, (3) a Tranche B Warrant to purchase 28,818 shares of Series A-4 Convertible Preferred Stock and (4) a Tranche C Warrant to purchase 46,110 shares of Series A-5 Convertible Preferred Stock. The shares of Series A-1 Convertible Preferred Stock had no expiration date prior to conversion.
( 3 )The Tranche A Warrants issued to the reporting person as part of the units issued upon conversion of the Series A-1 Convertible Preferred Stock expire twenty-one (21) days following the Issuer's announcement of receipt of FDA approval for Renazorb.
( 4 )The Tranche B Warrants issued to the reporting person as part of the units issued upon conversion of the Series A-1 Convertible Preferred Stock expire twenty-one (21) days following the Company's announcement of receipt of Transitional Drug Add-On Payment Adjustment approval for Renazorb.
( 5 )The Tranche C Warrants issued to the reporting person as part of the units issued upon conversion of the Series A-1 Convertible Preferred Stock expire twenty-one (21) days following the Company's public disclosure of financial results for four (4) quarters of commercial sales of Renazorb following receipt of Transitional Drug Add-On Payment Adjustment approval for Renazorb, commencing with the first quarter in which the Company receives revenue from Centers for Medicare and Medicaid Services for Renazorb under the Transitional Drug Add-On Payment Adjustment.

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