Cagle Gerald D. Form 3 GRAYBUG VISION / Gerald D. Cagle ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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^*

Cagle Gerald D.

(Last) (First) (Middle)

C/O GRAYBUG VISION, INC.

275 SHORELINE DRIVE, SUITE 450

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2020

3. Issuer Name and Ticker or Trading Symbol
GRAYBUG VISION, INC. [ GRAY ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	3,322	(1)	D
Director Stock Option (Right to Buy)	(2)	01/31/2029	Common Stock	24,769	2.26	D
Director Stock Option (Right to Buy)	(2)	04/02/2025	Common Stock	12,012	1	D
Director Stock Option (Right to Buy)	(2)	05/17/2025	Common Stock	10,613	1	D
Director Stock Option (Right to Buy)	(2)	08/24/2026	Common Stock	1,100	1.63	D
Director Stock Option (Right to Buy)	(2)	10/14/2028	Common Stock	33,311	2.26	D
Director Stock Option (Right to Buy)	(2)	09/10/2030	Common Stock	25,000	16	D

Explanation of Responses:

1. Each share of the Issuer's Series B Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering for no additional consideration and has no expiration date.

2. The stock options are fully vested.

Remarks:

	/s/ Frederic Guerard, as Attorney-in-Fact for Gerard D. Cagle	09/24/2020
	** 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 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).
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