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^*

Sanderling Venture Partners VI LP

(Last)

(First)

(Middle)

1300 S. EL CAMINO REAL SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

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

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

Director	X	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)

	Form filed by One Reporting Person
X	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		703,388	A	⁽¹⁾	703,388	D
Common Stock	03/20/2023		A		582,757	A	⁽²⁾	582,757	I	By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Common Stock	03/20/2023		A		17,682	A	⁽³⁾	17,682	I	By Sanderling Ventures Management VI
Common Stock	03/20/2023		A		7,456	A	⁽⁴⁾	7,456	I	By Sanderling VI Beteligungs GmbH & Co KG
Common Stock	03/20/2023		A		8,884	A	⁽⁵⁾	8,884	I	By Sanderling VI Limited Partnership
Common Stock	03/20/2023		A		240,676	A	⁽⁶⁾	240,676	I	By Sanderling Ventures VII, L.P.
Common Stock	03/20/2023		A		14,425	A	⁽⁷⁾	14,425	I	By Sanderling Ventures VII Annex Fund, L.P.
Common Stock	03/20/2023		A		63,228	A	⁽⁸⁾	63,228	I	By Sanderling Ventures VII (Canada), L.P.⁽⁹⁾
Common Stock	03/20/2023		A		1,548	A	⁽¹⁰⁾	1,548	I	By Sanderling Ventures Management VII

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)
Warrant	$26.74	03/20/2023		A		2,672		⁽¹¹⁾	02/28/2027	Common Stock	2,672	⁽¹²⁾	2,672	D
Warrant	$27.94	03/20/2023		A		16,539		⁽¹¹⁾	02/22/2026	Common Stock	16,539	⁽¹³⁾	16,539	D
Warrant	$27.94	03/20/2023		A		2,685		⁽¹¹⁾	06/25/2026	Common Stock	2,685	⁽¹⁴⁾	2,685	D
Warrant	$26.74	03/20/2023		A		1,910		⁽¹¹⁾	02/28/2027	Common Stock	1,910	⁽¹⁵⁾	1,910	I	By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Warrant	$27.94	03/20/2023		A		6,852		⁽¹¹⁾	02/22/2026	Common Stock	6,852	⁽¹⁶⁾	6,852	I	By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Warrant	$27.94	03/20/2023		A		15,403		⁽¹¹⁾	06/25/2026	Common Stock	15,403	⁽¹⁷⁾	15,403	I	By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Warrant	$27.94	03/20/2023		A		237		⁽¹¹⁾	03/04/2026	Common Stock	237	⁽¹⁸⁾	237	I	By Sanderling Ventures Management VI
Warrant	$27.94	03/20/2023		A		183		⁽¹¹⁾	06/25/2026	Common Stock	183	⁽¹⁹⁾	183	I	By Sanderling Ventures Management VI
Warrant	$27.94	03/20/2023		A		8,393		⁽¹¹⁾	02/22/2026	Common Stock	8,393	⁽²⁰⁾	8,393	I	By Sanderling Ventures VII, LP
Warrant	$27.94	03/20/2023		A		12,380		⁽¹¹⁾	06/25/2026	Common Stock	12,380	⁽²¹⁾	12,380	I	By Sanderling Ventures VII, LP
Warrant	$27.94	03/20/2023		A		2,203		⁽¹¹⁾	03/04/2026	Common Stock	2,203	⁽²²⁾	2,203	I	By Sanderling Ventures VII (Canada), LP
Warrant	$27.94	03/20/2023		A		3,249		⁽¹¹⁾	06/25/2026	Common Stock	3,249	⁽²³⁾	3,249	I	By Sanderling Ventures VII (Canada), LP
Warrant	$27.94	03/20/2023		A		569		⁽¹¹⁾	03/04/2026	Common Stock	569	⁽²⁴⁾	569	I	By Sanderling Ventures VII Annex Fund, L.P.
Warrant	$27.94	03/20/2023		A		840		⁽¹¹⁾	06/25/2026	Common Stock	840	⁽²⁵⁾	840	I	By Sanderling Ventures VII Annex Fund, L.P.
Warrant	$27.94	03/20/2023		A		113		⁽¹¹⁾	03/04/2026	Common Stock	113	⁽²⁶⁾	113	I	By Sanderling Ventures Management VII
Warrant	$27.94	03/20/2023		A		167		⁽¹¹⁾	06/25/2026	Common Stock	167	⁽²⁷⁾	167	I	By Sanderling Ventures Management VII

1. Name and Address of Reporting Person^*

Sanderling Venture Partners VI LP

(Last)

(First)

(Middle)

1300 S. EL CAMINO REAL SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sanderling Venture Partners VI Co Investment Fund LP

(Last)

(First)

(Middle)

1300 S EL CAMINO REAL

SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sanderling Ventures Management VI

(Last)

(First)

(Middle)

1300 S EL CAMINO REAL

SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sanderling VI Beteiligungs GmbH & Co KG

(Last)

(First)

(Middle)

1300 S EL CAMINO REAL

SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sanderling VI Limited Partnership

(Last)

(First)

(Middle)

1300 S EL CAMINO REAL

SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sanderling Ventures VII, L.P.

(Last)

(First)

(Middle)

1300 S. EL CAMINO REAL

SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sanderling Ventures VII Annex Fund, L.P.

(Last)

(First)

(Middle)

1300 S EL CAMINO REAL

SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sanderling Ventures Management VII

(Last)

(First)

(Middle)

1300 S. EL CAMINO REAL SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sanderling Ventures VII (Canada), L.P.

(Last)

(First)

(Middle)

1300 S. EL CAMINO REAL SUITE 203

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Received in exchange for 24,423,158 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. Received in exchange for 20,234,606 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

3. Received in exchange for 613,943 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

4. Received in exchange for 258,883 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

5. Received in exchange for 308,455 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

6. Received in exchange for 8,356,779 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

7. Received in exchange for 500,854 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

8. Received in exchange for 2,195,354 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

9. The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the Sanderling VII Securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

10. Received in exchange for 53,733 shares of the common stock of CalciMedica pursuant to the Merger Agreement.

11. Immediately exercisable.

12. Received in exchange for a warrant to purchase 92,748 shares of common stock of CalciMedica pursuant to the Merger Agreement.

13. Received in exchange for a warrant to purchase 574,269 shares of common stock of CalciMedica pursuant to the Merger Agreement.

14. Received in exchange for a warrant to purchase 93,225 shares of common stock of CalciMedica pursuant to the Merger Agreement.

15. Received in exchange for a warrant to purchase 66,305 shares of common stock of CalciMedica pursuant to the Merger Agreement.

16. Received in exchange for a warrant to purchase 237,911 shares of common stock of CalciMedica pursuant to the Merger Agreement.

17. Received in exchange for a warrant to purchase 534,815 shares of common stock of CalciMedica pursuant to the Merger Agreement.

18. Received in exchange for a warrant to purchase 8,203 shares of common stock of CalciMedica pursuant to the Merger Agreement.

19. Received in exchange for a warrant to purchase 6,343 shares of common stock of CalciMedica pursuant to the Merger Agreement.

20. Received in exchange for a warrant to purchase 291,407 shares of common stock of CalciMedica pursuant to the Merger Agreement.

21. Received in exchange for a warrant to purchase 429,837 shares of common stock of CalciMedica pursuant to the Merger Agreement.

22. Received in exchange for a warrant to purchase 76,470 shares of common stock of CalciMedica pursuant to the Merger Agreement.

23. Received in exchange for a warrant to purchase 112,796 shares of common stock of CalciMedica pursuant to the Merger Agreement.

24. Received in exchange for a warrant to purchase 19,754 shares of common stock of CalciMedica pursuant to the Merger Agreement.

25. Received in exchange for a warrant to purchase 29,139 shares of common stock of CalciMedica pursuant to the Merger Agreement.

26. Received in exchange for a warrant to purchase 3,915 shares of common stock of CalciMedica pursuant to the Merger Agreement.

27. Received in exchange for a warrant to purchase 5,775 shares of common stock of CalciMedica pursuant to the Merger Agreement.

Remarks:

	Sanderling Venture Partners VI , L.P., By: /s/ Fred Middleton, Managing Director of Middleton, McNeil & Mills Associates VI, L.P., its General Partner	10/10/2023
	Sanderling Venture Partners VI Co-Investment Fund, L.P., By: /s/ Fred Middleton, Managing Director of Middleton, McNeil & Mills Associates VI, LLC, its General Partner	10/10/2023
	Sanderling Ventures Management VI, By: /s/ Fred Middleton, Owner	10/10/2023
	Sanderling VI Beteiligungs GmbH & Co. KG, By: /s/ Fred Middleton, Managing Director of Middleton, McNeil & Mills Associates VI, LLC, its Managing Limited Partner	10/10/2023
	Sanderling VI Limited Partnership, By: /s/ Fred Middleton, Managing Director of Middleton, McNeil & Mills Associates VI, LLC, its Investment General Partner	10/10/2023
	Sanderling Ventures VII, L.P. , By: /s/ Fred Middleton, Managing Director of M4 Partners VII, LLC, its General Partner	10/10/2023
	Sanderling Ventures VII Annex Fund, L.P., By: /s/ Fred Middleton, Managing Director of M4 Partners VII Annex, LLC, its General Partner	10/10/2023
	Sanderling Ventures Management VII, By: /s/ Fred Middleton, Owner	10/10/2023
	Sanderling Ventures VII (Canada), L.P., By: /s/ D. Michael Dixon, President of Sanderling Ventures VII (Canada) GP Inc., General Partner of Sanderling Ventures VII (Canada) G.P., L.P, its General Partner	10/10/2023
	** 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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