Schoeneck James A Form 4 Calidi Biotherapeutics / James A Schoeneck ownership change

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^*

Schoeneck James A

(Last) (First) (Middle)

C/O CALIDI BIOTHERAPEUTICS, INC.

4475 EXECUTIVE DRIVE, SUITE 200

(Street)

SAN DIEGO, CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Calidi Biotherapeutics, Inc. [ CLDI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/21/2023		A		10,625(2)	A	$1.8	27,872	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options (right to buy)	$1.8	12/21/2023		A		70,249		(1)	12/21/2033	Common stock	70,249	(1)	70,249	D

Explanation of Responses:

1. Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 70,249 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023, for serving as a director. The Options will vest in one year or next annual shareholder meeting, whichever first. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

2. Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2023 Plan. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The number of RSUs to be issued will equal to the amount due to the director for Board fees divided by the closing price for a share of the Issuer's common stock. The RSUs were granted in a transaction exempt under Rule 16b-3 to the Reporting Person. The shares of common stock underlying the RSUs immediately vested on the Grant Date.

	/s/ Wendy Pizarro, Attorney-in-fact	01/04/2024
	** 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).
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