Jade Leung Form 3 CaliberCos / JADE LEUNG 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^*

LEUNG JADE

(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)
CFO

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)	154,050	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)(2)	01/01/2017	01/16/2026	Class A Common Stock	386,436	3.36	D
Employee Stock Options (right to buy)(3)	12/31/2020	12/31/2029	Class A Common Stock	59,452	5.85	D
Employee Stock Options (right to buy)(4)	01/01/2022	01/01/2031	Class A Common Stock	5,421	6.49	D

Explanation of Responses:

1. Restricted stock units ("RSUs") granted pursuant to Issuer's Amended and Restated 2017 Stock Incentive Plan. The RSUs are common stock equivalents and represent a contingent right to receive common stock of Issuer upon vesting. Of such RSUs (i) 118,903 were granted December 31, 2021, and are fully vested; (ii) 5,421 were granted on December 31, 2021, and vest one-quarter on each of February 19, 2022, 2023, 2024 and 2025; and (iii) 29,726 were granted April 1, 2022, vest one-quarter on April 1, 2023, and 1/36th per month thereafter.

2. Employee stock options (right to buy)("Options") granted January 1, 2016. Such Options are fully vested.

3. Options granted December 31, 2019 pursuant to Issuer's Amended and Restated 2017 Stock Incentive Plan. The Options vest one-quarter on the first anniversary date of the grant and 1/36th per month thereafter until fully vested on December 31, 2023.

4. Options granted January 1, 2021 pursuant to Issuer's Amended and Restated 2017 Stock Incentive Plan. The Options vest one-quarter on the first anniversary date of the grant and 1/36th per month thereafter until fully vested on January 1, 2025.

Remarks:

	/s/ Jade Leung	05/15/2023
	** 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).
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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