Graybug Vision Inc.

03/22/2023 | Press release | Distributed by Public on 03/22/2023 18:55

Statement of Changes in Beneficial Ownership - Form 4

FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
MIDDLETON FRED A
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)
(Last) (First) (Middle)
C/O CALCIMEDICA, INC. , 505 COAST S. BLVD. #202
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
LA JOLLA CA 92037
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MIDDLETON FRED A
C/O CALCIMEDICA, INC.
505 COAST S. BLVD. #202
LA JOLLA, CA92037
X X

Signatures

By John Dunn, Attorney-in-Fact 2023-03-22
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(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) The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the securities of the Issuer held by Sanderling Venture Partners VI, LP ("SVP VI, LP", together with Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling Ventures Management VI and Sanderling VI Limited Partnership (the "Sanderling VI Shares"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3) Received in exchange for 20,234,606 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
(4) The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the Sanderling VI Securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5) Received in exchange for 613,943 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
(6) Received in exchange for 258,883 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
(7) Received in exchange for 308,455 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
(8) Received in exchange for 8,918,437 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 securities of the Issuer held by Sanderling Ventures VII, LP ("SVP VII, LP", together with Sanderling Ventures Management VII, Sanderling Ventures VII (Canada), L.P. and Sanderling Ventures VII Annex Fund, L.P., the "Sanderling VII Shares"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(10) Received in exchange for 500,854 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
(11) 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.
(12) Received in exchange for 1,633,699 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
(13) Received in exchange for 53,733 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
(14) Received in exchange for 283,866 shares of the common stock of CalciMedica pursuant to the Merger Agreement.
(15) The Reporting Person is a managing member of Golden Triangle Ventures LLC and may be deemed to beneficially own the securities of the Issuer held by Golden Triangle Ventures LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(16) Immediately exercisable.
(17) Received in exchange for a warrant to purchase 200,000 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(18) Received in exchange for a warrant to purchase 92,748 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(19) Received in exchange for a warrant to purchase 574,296 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(20) Received in exchange for a warrant to purchase 93,225 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(21) Received in exchange for a warrant to purchase 66,305 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(22) Received in exchange for a warrant to purchase 237,911 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(23) Received in exchange for a warrant to purchase 534,815 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(24) Received in exchange for a warrant to purchase 8,203 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(25) Received in exchange for a warrant to purchase 6,343 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(26) Received in exchange for a warrant to purchase 291,407 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(27) Received in exchange for a warrant to purchase 429,837 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(28) Received in exchange for a warrant to purchase 76,470 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(29) Received in exchange for a warrant to purchase 112,796 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(30) Received in exchange for a warrant to purchase 19,754 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(31) Received in exchange for a warrant to purchase 29,139 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(32) Received in exchange for a warrant to purchase 3,915 shares of common stock of CalciMedica pursuant to the Merger Agreement.
(33) Received in exchange for a warrant to purchase 5,775 shares of common stock of CalciMedica pursuant to the Merger Agreement.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.