Form 4 for CALC CalciMedica, Inc.

Accepted 2023-03-22 00:00:00 ET · period of report 2023-03-20 · accession 0001209191-23-020680 · 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	Roberts Eric W	Chief Business Off, Dir, 10%	A - Grant	—	+750.0K	66.2K	New	—
DM	2023-03-22	2023-03-20	CALC	Roberts Eric W	Chief Business Off, Dir, 10%	A - Grant	—	+132.2K	6,982	New	—
DMI	2023-03-22	2023-03-20	CALC	Roberts Eric W	Chief Business Off, 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	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 his pecuniary interest therein.
2	Common	Common Stock	2023-03-20	A	A	10,661	—	10,661	I By IRA Financial Trust Company CFBO Eric W. Roberts	—	—	(F5) Received in exchange for 370,140 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
3	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 his pecuniary interest therein.
4	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 his pecuniary interest therein.
5	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	11,739	—	11,739	D	$7.99 · — to 2031-04-27	11,739 Common Stock	(F15) Received in exchange for a stock option to acquire 408,982 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F10) 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) Immediately exercisable.
6	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	6,982	—	6,982	D	$7.99 · — to 2031-06-30	6,982 Common Stock	(F13) Received in exchange for a stock option to acquire 242,431 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F10) 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) Beginning on February 22, 2021, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
7	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	11,778	—	11,778	D	$7.99 · — to 2031-06-30	11,778 Common Stock	(F16) Received in exchange for a stock option to acquire 408,982 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F12) 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	2,935	—	2,935	D	$10.42 · — to 2032-08-30	2,935 Common Stock	(F17) Received in exchange for a stock option to acquire 101,911 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F10) 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) Immediately exercisable.
9	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	1,677	—	1,677	D	$10.42 · — to 2032-08-30	1,677 Common Stock	(F10) 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) Received in exchange for a stock option to acquire 58,235 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F14) Immediately exercisable.
10	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	1,263	—	1,263	D	$10.42 · — to 2032-08-30	1,263 Common Stock	(F19) Received in exchange for a stock option to acquire 43,873 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F10) 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) Immediately exercisable.
11	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	5,284	—	5,284	D	$17.34 · — to 2033-03-19	5,284 Common Stock	(F10) 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. (F21) Received in exchange for a stock option to acquire 183,501 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F20) 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	20,060	—	20,060	D	$17.34 · — to 2033-03-19	20,060 Common Stock	(F22) Received in exchange for a stock option to acquire 696,547 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F10) 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) Beginning on November 22, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
13	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	1,804	—	1,804	D	$17.34 · — to 2023-03-19	1,804 Common Stock	(F23) Received in exchange for a stock option to acquire 62,659 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F10) 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) Beginning on November 22, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.
14	Derivative	Warrant	2023-03-20	A	A	2,793	—	2,793	D	$10.42 · — to 2031-04-27	2,793 Common Stock	(F25) Received in exchange for a warrant to purchase 96,970 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F24) 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.
15	Derivative	Warrant	2023-03-20	A	A	9,935	—	9,935	I	$27.94 · — to 2026-02-22	9,935 Common Stock	(F26) Received in exchange for a stock option to acquire 344,934 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F14) Immediately exercisable.
16	Derivative	Warrant	2023-03-20	A	A	9,935	—	9,935	I	$27.94 · — to 2026-06-25	9,935 Common Stock	(F26) Received in exchange for a stock option to acquire 344,934 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F14) Immediately exercisable.
17	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	22,851	—	22,851	D By Valence Investments SPV V, LLC	$6.60 · — to 2030-01-23	22,851 Common Stock	(F8) Received in exchange for a stock option to acquire 793,470 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 his pecuniary interest therein. (F6) 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. (F7) 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.
18	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	36,041	—	36,041	D By Valence Investments SPV V, LLC	$6.60 · — to 2030-06-29	36,041 Common Stock	(F11) Received in exchange for a stock option to acquire 1,251,440 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F10) 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. (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 his pecuniary interest therein. (F9) 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.
19	Derivative	Employee Stock Option (right to buy)	2023-03-20	A	A	6,982	—	6,982	D	$7.99 · — to 2031-04-27	6,982 Common Stock	(F13) Received in exchange for a stock option to acquire 242,431 shares of common stock of CalciMedica pursuant to the Merger Agreement. (F10) 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) Beginning on February 22, 2021, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.