SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gupta Shalabh K.

(Last)

(First)

(Middle)

C/O UNICYCIVE THERAPEUTICS

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Unicycive Therapeutics, Inc. [ UNCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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 and Limitations 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 Exchange Commission on March 6, 2023 (the "Certificate of Designation"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them 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.

	/s/ Shalabh Gupta	03/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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