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^*

WILSON ROBERT N

(Last)

(First)

(Middle)

C/O CALCIMEDICA, INC.

505 COAST S. BLVD. #202

(Street)

LA JOLLA

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CalciMedica, Inc. /DE/ [ CALC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2023

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)
Common Stock	03/20/2023		A		181,655	A	⁽¹⁾	181,655	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 (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)
Director Stock Option (right to buy)	$6.6	03/20/2023		A		23,557		⁽²⁾	06/29/2030	Common Stock	23,557	⁽³⁾⁽⁴⁾	23,557	D
Director Stock Option (right to buy)	$7.99	03/20/2023		A		5,760		⁽⁵⁾⁽⁶⁾	04/27/2031	Common Stock	5,760	⁽³⁾⁽⁷⁾	5,760	D
Director Stock Option (right to buy)	$7.99	03/20/2023		A		5,760		⁽⁶⁾	06/30/2031	Common Stock	5,760	⁽³⁾⁽⁷⁾	5,760	D
Director Stock Option (right to buy)	$17.34	03/20/2023		A		7,577		⁽⁵⁾	03/19/2033	Common Stock	7,577	⁽³⁾⁽⁸⁾	7,577	D
Director Stock Option (right to buy)	$17.34	03/20/2023		A		1,488		⁽⁵⁾	03/19/2033	Common Stock	1,488	⁽³⁾⁽⁹⁾	1,488	D
Warrant	$27.94	03/20/2023		A		8,592		⁽¹⁰⁾	02/22/2026	Common Stock	8,592	⁽¹¹⁾	8,592	D
Warrant	$27.94	03/20/2023		A		8,592		⁽¹⁰⁾	06/25/2026	Common Stock	8,592	⁽¹¹⁾	8,592	D

Explanation of Responses:

1. Received in exchange for 6,307,451 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.

2. Beginning on June 15, 2020, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.

3. 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.

4. Received in exchange for a stock option to acquire 817,964 shares of common stock of CalciMedica pursuant to the Merger Agreement.

5. Beginning on November 22, 2022, the shares subject to the option vest in a series of twelve (12) successive equal monthly installments.

6. Beginning on February 22, 2021, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.

7. Received in exchange for a stock option to acquire 200,000 shares of common stock of CalciMedica pursuant to the Merger Agreement.

8. Received in exchange for a stock option to acquire 263,107 shares of common stock of CalciMedica pursuant to the Merger Agreement.

9. Received in exchange for a stock option to acquire 51,692 shares of common stock of CalciMedica pursuant to the Merger Agreement.

10. Immediately exercisable.

11. Received in exchange for a warrant to purchase 298,321 shares of common stock of CalciMedica pursuant to the Merger Agreement.

Remarks:

	By John Dunn, Attorney-in-Fact	03/22/2023
	** 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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