| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CalciMedica, Inc. [ CALC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/23/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/23/2024 | P(1) | 243,356 | A | $3.702 | 946,744 | D | |||
| Common Stock | 01/23/2024 | P(1) | 144,676 | A | $3.702 | 727,433 | I | By Sanderling Venture Partners VI Co-Investment Fund, L.P. | ||
| Common Stock | 01/23/2024 | P(1) | 194,472 | A | $3.702 | 435,148 | I | By Sanderling Ventures VII, L.P. | ||
| Common Stock | 01/23/2024 | P(1) | 51,032 | A | $3.702 | 114,260 | I | By Sanderling Ventures VII (Canada), L.P. | ||
| Common Stock | 01/23/2024 | P(1) | 13,184 | A | $3.702 | 27,609 | I | By Sanderling Ventures VII Annex Fund, L.P. | ||
| Common Stock | 01/23/2024 | P(1) | 3,920 | A | $3.702 | 21,602 | I | By Sanderling Ventures Management VI | ||
| Common Stock | 01/23/2024 | P(1) | 28,744 | A | $3.702 | 30,292 | I | By Sanderling Ventures Management VII | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | $5.36 | 01/23/2024 | P(1) | 121,678 | 01/23/2024(2) | 12/31/2024(2) | Common Stock | 121,678 | $0.125 | 121,678 | D | ||||
| Warrant | $7.15 | 01/23/2024 | P(1) | 121,678 | 01/23/2024(3) | 12/31/2026(3) | Common Stock | 121,678 | $0.125 | 121,678 | D | ||||
| Warrant | $5.36 | 01/23/2024 | P(1) | 72,338 | 01/23/2024(2) | 12/31/2024(2) | Common Stock | 72,338 | $0.125 | 72,338 | I | By Sanderling Venture Partners VI Co-Investment Fund, L.P. | |||
| Warrant | $7.15 | 01/23/2024 | P(1) | 72,338 | 01/23/2024(3) | 12/31/2026(3) | Common Stock | 72,338 | $0.125 | 72,338 | I | By Sanderling Venture Partners VI Co-Investment Fund, L.P. | |||
| Warrant | $5.36 | 01/23/2024 | P(1) | 97,236 | 01/23/2024(2) | 12/31/2024(2) | Common Stock | 97,236 | $0.125 | 97,236 | I | By Sanderling Ventures VII, L.P. | |||
| Warrant | $7.15 | 01/23/2024 | P(1) | 97,236 | 01/23/2024(3) | 12/31/2026(3) | Common Stock | 97,236 | $0.125 | 97,236 | I | By Sanderling Ventures VII, L.P. | |||
| Warrant | $5.36 | 01/23/2024 | P(1) | 25,516 | 01/23/2024(2) | 12/31/2024(2) | Common Stock | 25,516 | $0.125 | 25,516 | I | By Sanderling Ventures VII (Canada), L.P. | |||
| Warrant | $7.15 | 01/23/2024 | P(1) | 25,516 | 01/23/2024(3) | 12/31/2026(3) | Common Stock | 25,516 | $0.125 | 25,516 | I | By Sanderling Ventures VII (Canada), L.P. | |||
| Warrant | $5.36 | 01/23/2024 | P(1) | 6,592 | 01/23/2024(2) | 12/31/2024(2) | Common Stock | 6,592 | $0.125 | 6,592 | I | By Sanderling Ventures VII Annex Fund, L.P. | |||
| Warrant | $7.15 | 01/23/2024 | P(1) | 6,592 | 01/23/2024(3) | 12/31/2026(3) | Common Stock | 6,592 | $0.125 | 6,592 | I | By Sanderling Ventures VII Annex Fund, L.P. | |||
| Warrant | $5.36 | 01/23/2024 | P(1) | 1,960 | 01/23/2024(2) | 12/31/2024(2) | Common Stock | 1,960 | $0.125 | 1,960 | I | By Sanderling Ventures Management VI | |||
| Warrant | $7.15 | 01/23/2024 | P(1) | 1,960 | 01/23/2024(3) | 12/31/2026(3) | Common Stock | 1,960 | $0.125 | 1,960 | I | By Sanderling Ventures Management VI | |||
| Warrant | $5.36 | 01/23/2024 | P(1) | 14,372 | 01/23/2024(2) | 12/31/2024(2) | Common Stock | 14,372 | $0.125 | 14,372 | I | By Sanderling Ventures Management VII | |||
| Warrant | $7.15 | 01/23/2024 | P(1) | 14,372 | 01/23/2024(3) | 12/31/2026(3) | Common Stock | 14,372 | $0.125 | 14,372 | I | By Sanderling Ventures Management VII | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities were acquired from the Issuer pursuant to a Securities Purchase Agreement dated January 19, 2024, with a closing date of January 23, 2024. The Securities Purchase Agreement and the issuance of the securities thereunder was approved by an independent committee of the Issuer's Board of Directors. |
| 2. The warrant may be exercised on or after January 23, 2024, and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2024, and (ii) thirty (30) days following the Issuer's public disclosure of topline results from the Issuer's Phase 2b clinical trial in patients with acute pancreatitis but not thereafter. |
| 3. The warrant may be exercised on or after January 23, 2024, and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2026 and (ii) thirty (30) days following the Issuer's public disclosure of topline results from the Issuer's planned Phase 2 clinical trial in patients with acute kidney injury but not thereafter. |
| /s/ Sanderling Venture Partners VI, L.P., By: /s/ Timothy C. Mills, Managing Director of Middleton, McNeil & Mills Associates VI, L.P., its General Partner | 01/25/2024 | |
| /s/ Sanderling Venture Partners VI Co-Investment Fund, L.P., By: /s/ Timothy C. Mills, Managing Director of Middleton, McNeil & Mills Associates VI, LLC, its General Partner | 01/25/2024 | |
| /s/ 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 | 01/25/2024 | |
| /s/ Sanderling Ventures VII, L.P. , By: /s/ Timothy C. Mills, Managing Director of M4 Partners VII, LLC, its General Partner | 01/25/2024 | |
| /s/ Sanderling Ventures VII Annex Fund, L.P., By: /s/ Timothy C. Mills, Managing Director of M4 Partners VII Annex, LLC, its General Partner | 01/25/2024 | |
| /s/ Sanderling Ventures Management VII, By: /s/ Timothy C. Mills, Owner | 01/25/2024 | |
| /s/ Sanderling Ventures Management VI, By: /s/ Timothy C. Mills, Owner | 01/25/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
