SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kuriakose Emil

(Last)

(First)

(Middle)

C/O CALITHERA BIOSCIENCES, INC.

343 OYSTER POINT BLVD. #200

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2021

3. Issuer Name and Ticker or Trading Symbol
Calithera Biosciences, Inc. [ CALA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF MEDICAL OFFICER

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	60,467⁽¹⁾⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
STOCK OPTION (RIGHT TO BUY)	⁽⁴⁾	09/28/2027	COMMON STOCK	38,000	$15.75	D
STOCK OPTION (RIGHT TO BUY)	⁽⁵⁾	10/08/2028	COMMON STOCK	12,667	$5.61	D
STOCK OPTION (RIGHT TO BUY)	⁽⁶⁾	01/09/2029	COMMON STOCK	21,000	$4.64	D
STOCK OPTION (RIGHT TO BUY)	⁽⁷⁾	01/16/2030	COMMON STOCK	40,000	$7.41	D
STOCK OPTION (RIGHT TO BUY)	⁽⁸⁾	01/19/2031	COMMON STOCK	33,375	$2.98	D

Explanation of Responses:

1. Includes 14,089 shares acquired at various dates pursuant to the Company's 2014 Employee Stock Purchase Plan.

2. Includes 26,961 shares acquired upon the vesting of a restricted stock unit award, net of shares sold to satisfy tax obligations, arising out of the vesting of previously granted restricted stock units.

3. Includes an aggregate of 19,417 shares of common stock to be acquired upon the vesting of Restricted Stock Unit awards granted to the Reporting Person. The Restricted Stock Units shall vest as follows: a) 7,417 restricted stock units shall vest according to the following schedule: one-fourth (1/4th) of the shares subject to the Restricted Stock Unit award will vest each year after January 20, 2021 until the Restricted Stock Units are fully vested, b) 12,000 restricted stock units shall fully vest on January 3, 2022. The Restricted Stock Units shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.

4. One-fourth (1/4th) of the Option vests one year after September 29, 2017; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.

5. One-fourth (1/4th) of the Option vests one year after October 9, 2018; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.

6. One-fourth (1/4th) of the Option vests one year after January 10, 2019; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.

7. One-fourth (1/4th) of the Option vests one year after January 17, 2020; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.

8. One-fourth (1/4th) of the Option vests one year after January 20, 2021; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.

Remarks:

	/s/ Emil Kuriakose, Name: Emil Kuriakose	11/09/2021
	** 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 5 (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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