CaliberCos (CWD) Form 3/A CaliberCos / ROY JOHN BADE 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^*

BADE ROY JOHN

(Last) (First) (Middle)

8901 E. MOUNTAIN VIEW ROAD

SUITE 150

(Street)

SCOTTSDALE AZ 85258

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2023

3. Issuer Name and Ticker or Trading Symbol
CaliberCos Inc. [ CWD ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/15/2023

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)
Class A Common Stock	70,662	I(1)	See footnote 1.
Class A Common Stock(2)	24,422	D

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
Employee Stock Options (right to buy)(3)	12/01/2018	12/01/2027	Class A Common Stock	445,888	3.35	D

Explanation of Responses:

1. Class A common stock owned by Wave Investments LLC, an Arizona limited liability company, of which the Reporting Person is the sole manager.

2. Restricted stock units ("RSUs") granted December 31, 2021 and April 1, 2022, pursuant to Issuer's Amended and Restated 2017 Stock Incentive Plan (the "Plan"). The RSUs are common stock equivalents and represent a contingent right to receive Class A common stock of Issuer upon vesting.

3. Employee stock options (right to buy)("Options") granted December 1, 2017, pursuant to Issuer's Plan. Such Options are fully vested.

Remarks:

	/s/ Roy J. Bade	09/28/2023
	** 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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