0001209191-23-020680.txt : 20230322
0001209191-23-020680.hdr.sgml : 20230322
20230322205049
ACCESSION NUMBER: 0001209191-23-020680
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230320
FILED AS OF DATE: 20230322
DATE AS OF CHANGE: 20230322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roberts Eric W
CENTRAL INDEX KEY: 0001576244
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39538
FILM NUMBER: 23754269
MAIL ADDRESS:
STREET 1: VALENCE LIFE SCIENCES LLC
STREET 2: 500 PARK AVENUE 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CalciMedica, Inc. /DE/
CENTRAL INDEX KEY: 0001534133
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 452120079
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 505 COAST BOULEVARD SOUTH
STREET 2: SUITE 307
CITY: LA JOLLA
STATE: CA
ZIP: 92037
BUSINESS PHONE: 858-952-5500
MAIL ADDRESS:
STREET 1: 505 COAST BOULEVARD SOUTH
STREET 2: SUITE 307
CITY: LA JOLLA
STATE: CA
ZIP: 92037
FORMER COMPANY:
FORMER CONFORMED NAME: GRAYBUG VISION, INC.
DATE OF NAME CHANGE: 20170717
FORMER COMPANY:
FORMER CONFORMED NAME: GRAYBUG, Inc.
DATE OF NAME CHANGE: 20150303
FORMER COMPANY:
FORMER CONFORMED NAME: GRAYBUG LLC
DATE OF NAME CHANGE: 20111102
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-03-20
0
0001534133
CalciMedica, Inc. /DE/
CALC
0001576244
Roberts Eric W
C/O CALCIMEDICA, INC.
505 COAST S. BLVD. #202
LA JOLLA
CA
92037
1
1
1
0
Chief Business Officer
0
Common Stock
2023-03-20
4
A
0
356989
A
356989
I
By Valence Investments SPV IV, LLC
Common Stock
2023-03-20
4
A
0
66228
A
66228
I
By Valence Investments SPV V, LLC
Common Stock
2023-03-20
4
A
0
316109
A
316109
I
By Valence Investments SPV VI, LLC
Common Stock
2023-03-20
4
A
0
10661
A
10661
I
By IRA Financial Trust Company CFBO Eric W. Roberts
Employee Stock Option (right to buy)
6.60
2023-03-20
4
A
0
22851
A
2030-01-23
Common Stock
22851
22851
D
Employee Stock Option (right to buy)
6.60
2023-03-20
4
A
0
36041
A
2030-06-29
Common Stock
36041
36041
D
Employee Stock Option (right to buy)
7.99
2023-03-20
4
A
0
6982
A
2031-04-27
Common Stock
6982
6982
D
Employee Stock Option (right to buy)
7.99
2023-03-20
4
A
0
11739
A
2031-04-27
Common Stock
11739
11739
D
Employee Stock Option (right to buy)
7.99
2023-03-20
4
A
0
6982
A
2031-06-30
Common Stock
6982
6982
D
Employee Stock Option (right to buy)
7.99
2023-03-20
4
A
0
11778
A
2031-06-30
Common Stock
11778
11778
D
Employee Stock Option (right to buy)
10.42
2023-03-20
4
A
0
2935
A
2032-08-30
Common Stock
2935
2935
D
Employee Stock Option (right to buy)
10.42
2023-03-20
4
A
0
1677
A
2032-08-30
Common Stock
1677
1677
D
Employee Stock Option (right to buy)
10.42
2023-03-20
4
A
0
1263
A
2032-08-30
Common Stock
1263
1263
D
Employee Stock Option (right to buy)
17.34
2023-03-20
4
A
0
5284
A
2033-03-19
Common Stock
5284
5284
D
Employee Stock Option (right to buy)
17.34
2023-03-20
4
A
0
20060
A
2033-03-19
Common Stock
20060
20060
D
Employee Stock Option (right to buy)
17.34
2023-03-20
4
A
0
1804
A
2023-03-19
Common Stock
1804
1804
D
Warrant
10.42
2023-03-20
4
A
0
2793
A
2031-04-27
Common Stock
2793
2793
D
Warrant
27.94
2023-03-20
4
A
0
9935
A
2026-02-22
Common Stock
9935
9935
I
By Valence Investments SPV V, LLC
Warrant
27.94
2023-03-20
4
A
0
9935
A
2026-06-25
Common Stock
9935
9935
I
By Valence Investments SPV V, LLC
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.
The Reporting Person, a co-founder and managing director of Valence Investments SPV IV, LLC ("Valence IV"), Valence Investments SPV V, LLC ("Valence V") and Valence Investments SPV VI, LLC (Valence VI), may be deemed to beneficially own the securities held by Valence IV, Valence V and Valence VI (the "Valence Securities"). The Reporting Person disclaims beneficial ownership of the Valence Securities except to the extent of his pecuniary interest therein.
Received in exchange for 2,299,564 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for 10,975,977 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for 370,140 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
25% of the shares subject to the option vested on April 30, 2020 and the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments thereafter.
25% of the shares subject to the option vested on May 20, 2021 and the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments thereafter.
Received in exchange for a stock option to acquire 793,470 shares of common stock of CalciMedica pursuant to the Merger Agreement.
25% of the shares subject to the option vested on May 20, 2020 and the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments thereafter.
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.
Received in exchange for a stock option to acquire 1,251,440 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Beginning on February 22, 2021, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
Received in exchange for a stock option to acquire 242,431 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Immediately exercisable.
Received in exchange for a stock option to acquire 408,982 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for a stock option to acquire 408,982 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for a stock option to acquire 101,911 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for a stock option to acquire 58,235 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for a stock option to acquire 43,873 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Beginning on November 22, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
Received in exchange for a stock option to acquire 183,501 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for a stock option to acquire 696,547 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for a stock option to acquire 62,659 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Beginning on February 22, 2021, the shares subject to the warrant shall be exercisable in a series of forty-eight (48) successive equal monthly installments.
Received in exchange for a warrant to purchase 96,970 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Received in exchange for a stock option to acquire 344,934 shares of common stock of CalciMedica pursuant to the Merger Agreement.
By John Dunn, Attorney-in-Fact
2023-03-22