Calidi Biotherapeutics (CLDI) Form 4 First Light Acquisition / Sander Gerber 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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X

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^*

Hudson Bay Capital Management LP

(Last) (First) (Middle)

28 HAVEMEYER PLACE

2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
First Light Acquisition Group, Inc. [ FLAG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2023

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

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

	Form filed by One Reporting Person
X	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
Class A Common Stock, par value $0.0001 per share	09/12/2023		J(1)		500,000	D	$10.49(2)	0	I	See footnote(3)

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

1. Name and Address of Reporting Person^*

Hudson Bay Capital Management LP

(Last) (First) (Middle)

28 HAVEMEYER PLACE

2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gerber Sander

(Last) (First) (Middle)

C/O HUDSON BAY CAPITAL MANAGEMENT, L.P.

28 HAVEMEYER PLACE, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. The Reporting Persons elected to redeem 500,000 shares of Class A Common Stock for cash.

2. Reflects the Reporting Persons' best estimate of the redemption price based on the Issuer's disclosure in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2023. The Reporting Persons will file and amendment to this Form 4 to the extent the actual redemption price differs in any material respect from the price reported in column (4).

3. The securities are held by HB Strategies LLC (the "Fund"). Hudson Bay Capital Management LP (the "Investment Manager") serves as the investment manager of the Fund. As such, the Investment Manager may be deemed to have beneficial ownership of the securities held by the Fund. As the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP, Mr. Sander Gerber may be deemed to have beneficial ownership of the securities held by the Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the Fund, except to the extent of its or his pecuniary interest therein.

	Hudson Bay Capital Management LP, By: /s/ Sander Gerber, Authorized Signatory	09/14/2023
	/s/ Sander Gerber	09/14/2023
	** Signature of Reporting Person	Date
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