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