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^*

Roberts Eric W

(Last)

(First)

(Middle)

C/O CALCIMEDICA, INC.

505 COAST S. BLVD. #202

(Street)

LA JOLLA

92037

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

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		356,989	A	⁽¹⁾	356,989	I	By Valence Investments SPV IV, LLC⁽²⁾
Common Stock	03/20/2023		A		66,228	A	⁽³⁾	66,228	I	By Valence Investments SPV V, LLC⁽²⁾
Common Stock	03/20/2023		A		316,109	A	⁽⁴⁾	316,109	I	By Valence Investments SPV VI, LLC⁽²⁾
Common Stock	03/20/2023		A		10,661	A	⁽⁵⁾	10,661	I	By IRA Financial Trust Company CFBO Eric W. Roberts

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)
Employee Stock Option (right to buy)	$6.6	03/20/2023		A		22,851		⁽⁶⁾⁽⁷⁾	01/23/2030	Common Stock	22,851	⁽⁸⁾	22,851	D
Employee Stock Option (right to buy)	$6.6	03/20/2023		A		36,041		⁽⁹⁾	06/29/2030	Common Stock	36,041	⁽¹⁰⁾⁽¹¹⁾	36,041	D
Employee Stock Option (right to buy)	$7.99	03/20/2023		A		6,982		⁽¹²⁾	04/27/2031	Common Stock	6,982	⁽¹⁰⁾⁽¹³⁾	6,982	D
Employee Stock Option (right to buy)	$7.99	03/20/2023		A		11,739		⁽¹⁴⁾	04/27/2031	Common Stock	11,739	⁽¹⁰⁾⁽¹⁵⁾	11,739	D
Employee Stock Option (right to buy)	$7.99	03/20/2023		A		6,982		⁽¹²⁾	06/30/2031	Common Stock	6,982	⁽¹⁰⁾⁽¹³⁾	6,982	D
Employee Stock Option (right to buy)	$7.99	03/20/2023		A		11,778		⁽¹²⁾	06/30/2031	Common Stock	11,778	⁽¹⁶⁾	11,778	D
Employee Stock Option (right to buy)	$10.42	03/20/2023		A		2,935		⁽¹⁴⁾	08/30/2032	Common Stock	2,935	⁽¹⁰⁾⁽¹⁷⁾	2,935	D
Employee Stock Option (right to buy)	$10.42	03/20/2023		A		1,677		⁽¹⁴⁾	08/30/2032	Common Stock	1,677	⁽¹⁰⁾⁽¹⁸⁾	1,677	D
Employee Stock Option (right to buy)	$10.42	03/20/2023		A		1,263		⁽¹⁴⁾	08/30/2032	Common Stock	1,263	⁽¹⁰⁾⁽¹⁹⁾	1,263	D
Employee Stock Option (right to buy)	$17.34	03/20/2023		A		5,284		⁽²⁰⁾	03/19/2033	Common Stock	5,284	⁽¹⁰⁾⁽²¹⁾	5,284	D
Employee Stock Option (right to buy)	$17.34	03/20/2023		A		20,060		⁽²⁰⁾	03/19/2033	Common Stock	20,060	⁽¹⁰⁾⁽²²⁾	20,060	D
Employee Stock Option (right to buy)	$17.34	03/20/2023		A		1,804		⁽²⁰⁾	03/19/2023	Common Stock	1,804	⁽¹⁰⁾⁽²³⁾	1,804	D
Warrant	$10.42	03/20/2023		A		2,793		⁽²⁴⁾	04/27/2031	Common Stock	2,793	⁽²⁵⁾	2,793	D
Warrant	$27.94	03/20/2023		A		9,935		⁽¹⁴⁾	02/22/2026	Common Stock	9,935	⁽²⁶⁾	9,935	I	By Valence Investments SPV V, LLC⁽²⁾
Warrant	$27.94	03/20/2023		A		9,935		⁽¹⁴⁾	06/25/2026	Common Stock	9,935	⁽²⁶⁾	9,935	I	By Valence Investments SPV V, LLC⁽²⁾

Explanation of Responses:

1. 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.

2. 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.

3. Received in exchange for 2,299,564 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

4. Received in exchange for 10,975,977 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

5. Received in exchange for 370,140 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

6. 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.

7. 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.

8. Received in exchange for a stock option to acquire 793,470 shares of common stock of CalciMedica pursuant to the Merger Agreement.

9. 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.

10. 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.

11. Received in exchange for a stock option to acquire 1,251,440 shares of common stock of CalciMedica pursuant to the Merger Agreement.

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

13. Received in exchange for a stock option to acquire 242,431 shares of common stock of CalciMedica pursuant to the Merger Agreement.

14. Immediately exercisable.

15. Received in exchange for a stock option to acquire 408,982 shares of common stock of CalciMedica pursuant to the Merger Agreement.

16. Received in exchange for a stock option to acquire 408,982 shares of common stock of CalciMedica pursuant to the Merger Agreement.

17. Received in exchange for a stock option to acquire 101,911 shares of common stock of CalciMedica pursuant to the Merger Agreement.

18. Received in exchange for a stock option to acquire 58,235 shares of common stock of CalciMedica pursuant to the Merger Agreement.

19. Received in exchange for a stock option to acquire 43,873 shares of common stock of CalciMedica pursuant to the Merger Agreement.

20. Beginning on November 22, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.

21. Received in exchange for a stock option to acquire 183,501 shares of common stock of CalciMedica pursuant to the Merger Agreement.

22. Received in exchange for a stock option to acquire 696,547 shares of common stock of CalciMedica pursuant to the Merger Agreement.

23. Received in exchange for a stock option to acquire 62,659 shares of common stock of CalciMedica pursuant to the Merger Agreement.

24. 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.

25. Received in exchange for a warrant to purchase 96,970 shares of common stock of CalciMedica pursuant to the Merger Agreement.

26. Received in exchange for a stock option to acquire 344,934 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).
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