Aggarwal Gaurav Form 4 Unicycive Therapeutics / Gaurav Aggarwal 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^*

Aggarwal Gaurav

(Last) (First) (Middle)

C/O UNICYCIVE THERAPEUTICS, INC.

4300 EL CAMINO REAL, SUITE 210

(Street)

LOS ALTOS, CA 94022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Unicycive Therapeutics, Inc. [ UNCY ]

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)
07/11/2023

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	07/11/2023		C(1)		3,470,152	A	(1)	3,470,152	I	By Vivo Opportunity Fund Holdings, L.P.(2)

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
Series A-1 Preferred Stock	$0.49(1)	07/11/2023		C(1)			8,077	(1)	(1)	Common Stock(1)	59,961,729(1)	$1,000	0	I	By Vivo Opportunity Fund Holdings, L.P.(2)
Series A-2 Preferred Stock	(3)	07/11/2023		C(1)		13,429,000		(3)	(3)	Common Stock	13,429,000	$0	13,429,000	I	By Vivo Opportunity Fund Holdings, L.P.(2)
Tranche A Warrants (right to buy)	$0.539	07/11/2023		C(1)		12,802,388		(4)	(4)	Series A-3 Preferred Stock(3)	12,802,388	$0	12,802,388	I	By Vivo Opportunity Fund Holdings, L.P.(2)
Tranche B Warrants (right to buy)	$0.5929	07/11/2023		C(1)		11,638,534		(4)	(4)	Series A-4 Preferred Stock(3)	11,638,534	$0	11,638,534	I	By Vivo Opportunity Fund Holdings, L.P.(2)
Tranche C Warrants (right to buy)	$0.7411	07/11/2023		C(1)		18,621,655		(4)	(4)	Series A-5 Preferred Stock(3)	18,621,655	$0	18,621,655	I	By Vivo Opportunity Fund Holdings, L.P.(2)

Explanation of Responses:

1. On July 11, 2023, the 8,077 shares of Series A-1 Preferred Stock then held by Vivo Opportunity Fund Holdings, L.P. automatically converted into (i) 3,470,152 shares of Common Stock, (ii) 13,429,000 shares of Series A-2 Preferred Stock, (iii) Tranche A Warrants to purchase 12,802,388 shares of Series A-3 Preferred Stock, (iv) Tranche B Warrants to purchase 11,638,534 shares of Series A-4 Preferred Stock and (v) Tranche C Warrants to purchase 18,621,655 shares of Series A-5 Preferred Stock. The shares of Series A-1 Preferred Stock had no expiration date.

2. Vivo Opportunity Fund Holdings, L.P. is the record holder of the securities. The Reporting Person is a managing member of Vivo Opportunity, LLC, which is the general partner of Vivo Opportunity Fund Holdings, L.P. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Each of the Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-for-one basis; however, the Preferred Stock is subject to blocking provisions which preclude such shares from being converted if such conversion would result in the holder obtaining greater than 9.99% of the Issuer's voting securities. The shares of Preferred Stock have no expiration date.

4. The Tranche A Warrants, Tranche B Warrants and Tranche C Warrants are immediately exercisable for shares of Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, respectively, and will each expire upon the Issuer's satisfaction of certain milestones.

	/s/ Gaurav Aggarwal	07/13/2023
	** Signature of Reporting Person	Date
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