CaliberCos (CWD) Form 3 CaliberCos / Ignacio Martinez 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^*

Martinez Ignacio

(Last) (First) (Middle)

8901 E MOUNTAIN VIEW ROAD

(Street)

SCOTTSDALE AZ 85258

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2024

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)
COO

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)
Class A Common Stock(1)	225,628(2)	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)	05/30/2024	05/30/2033	Class A Common Stock	150,000	2.87	D

Explanation of Responses:

1. Restricted stock units ("RSUs") granted pursuant to Issuer's Amended and Restated 2017 Equity Incentive Plan, as amended (the "Plan"). The RSUs are common stock equivalents and represent a contingent right to receive Class A common stock of Issuer upon vesting.

2. 100,000 RSUs will vest 25% on 5/30/2024, and 1/36th per month thereafter until fully vested; 125,628 RSUs vested 25% on January 1, 2024, and 1/36th month thereafter until fully vested.

3. Employee stock options (right to buy) ("Options") granted pursuant to the Plan. The Options vest one-quarter on the first anniversary of the grant date and 1/36th per month thereafter until fully vested.

Remarks:

	/s/ Ignacio Martinez	04/04/2024
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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