Form 4 for CALC CalciMedica, Inc.

Accepted 2023-03-22 00:00:00 ET · period of report 2023-03-20 · accession 0001209191-23-020676 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2023-03-22	2023-03-20	CALC	Leheny A. Rachel	CEO, Dir, 10%	A - Grant	—	+739.3K	66.2K	New	—
DM	2023-03-22	2023-03-20	CALC	Leheny A. Rachel	CEO, Dir, 10%	A - Grant	—	+216.7K	30.4K	New	—
DMI	2023-03-22	2023-03-20	CALC	Leheny A. Rachel	CEO, Dir, 10%	A - Grant	—	+19.9K	9,935	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2023-03-20	A	A	316,109	—	316,109	I By Valence Investments SPV VI, LLC	—	—	(F4) Received in exchange for 10,975,977 shares of the common stock of CalciMedica pursuant to the Merger Agreement. (F2) 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 her pecuniary interest therein.
2	Common	Common Stock	2023-03-20	A	A	356,989	—	356,989	I By Valence Investments SPV IV, LLC	—	—	(F1) 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. (F2) 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 her pecuniary interest therein.
3	Common	Common Stock	2023-03-20	A	A	66,228	—	66,228	I By Valence Investments SPV V, LLC	—	—	(F3) Received in exchange for 2,299,564 shares of the common stock of CalciMedica pursuant to the Merger Agreement. (F2) 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 her pecuniary interest therein.
4	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	11,232	—	11,232	D By Valence Investments SPV V, LLC	$2.44 · — to 2029-04-24	11,232 Common Stock	(F6) Received in exchange for a stock option to acquire 390,000 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F2) 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 her pecuniary interest therein. (F5) 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.
5	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	76,173	—	76,173	D By Valence Investments SPV V, LLC	$6.60 · — to 2030-01-23	76,173 Common Stock	(F7) Received in exchange for a stock option to acquire 2,644,900 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F2) 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 her pecuniary interest therein. (F5) 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.
6	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	30,381	—	30,381	D	$6.60 · — to 2030-06-29	30,381 Common Stock	(F10) Received in exchange for a stock option to acquire 1,054,921 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F9) 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. (F8) 25% of the shares subject to the option vested on June 30, 2020 and the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments thereafter.
7	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	13,964	—	13,964	D	$7.99 · — to 2031-04-27	13,964 Common Stock	(F9) 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. (F12) Received in exchange for a stock option to acquire 484,863 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F11) Beginning on February 22, 2021, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
8	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	19,826	—	19,826	D	$7.99 · — to 2031-04-27	19,826 Common Stock	(F9) 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. (F14) Received in exchange for a stock option to acquire 688,404 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F13) Immediately exercisable.
9	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	12,342	—	12,342	D	$17.34 · — to 2023-03-19	12,342 Common Stock	(F21) Received in exchange for a stock option to acquire 428,566 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F9) 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. (F18) Beginning on November 22, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
10	Derivative	Warrant	2023-03-20	A	A	9,935	—	9,935	I	$27.94 · — to 2026-05-25	9,935 Common Stock	(F22) Received in exchange for a stock option to acquire 344,934 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F13) Immediately exercisable.
11	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	1,717	—	1,717	D	$17.34 · — to 2033-03-19	1,717 Common Stock	(F9) 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. (F19) Received in exchange for a stock option to acquire 59,641 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F18) Beginning on November 22, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
12	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	1,062	—	1,062	D	$10.42 · — to 2032-08-30	1,062 Common Stock	(F9) 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. (F17) Received in exchange for a stock option to acquire 36,905 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F13) Immediately exercisable.
13	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	2,030	—	2,030	D	$10.42 · — to 2032-08-30	2,030 Common Stock	(F9) 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. (F16) Received in exchange for a stock option to acquire 70,490 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F13) Immediately exercisable.
14	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	3,552	—	3,552	D	$10.42 · — to 2032-08-30	3,552 Common Stock	(F9) 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. (F15) Received in exchange for a stock option to acquire 123,357 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F13) Immediately exercisable.
15	Derivative	Warrant	2023-03-20	A	A	9,935	—	9,935	I	$27.94 · — to 2026-02-22	9,935 Common Stock	(F22) Received in exchange for a stock option to acquire 344,934 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F13) Immediately exercisable.
16	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	13,964	—	13,964	D	$7.99 · — to 2031-06-30	13,964 Common Stock	(F9) 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. (F12) Received in exchange for a stock option to acquire 484,863 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F11) Beginning on February 22, 2021, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
17	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	30,443	—	30,443	D	$17.34 · — to 2033-03-19	30,443 Common Stock	(F9) 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. (F20) Received in exchange for a stock option to acquire 1,057,071 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F18) Beginning on November 22, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.