Wendy Pizarro Campbell Form 3 Calidi Biotherapeutics / Wendy Pizarro Campbell 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^*

Campbell Wendy Pizarro

(Last) (First) (Middle)

C/O CALIDI BIOTHERAPEUTICS, INC.

4475 EXECUTIVE DRIVE, SUITE 200

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2023

3. Issuer Name and Ticker or Trading Symbol
Calidi Biotherapeutics, Inc. [ CLDI ]

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

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

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)
Common Stock(1)(2)	72,336	D
Common Stock(1)(2)	90,038	I	By Gerwend, LLC(8)

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
Non-Qualified Stock Options (right to buy)	(3)(4)(5)	02/01/2032	Common Stock	123,361	7.11(3)(4)	D
Incentive Stock Options (right to buy)	(3)(4)(6)	12/02/2031	Common Stock	31,651	4.01(3)(4)	D
Incentive Stock Options (right to buy)	(3)(4)(7)	02/01/2032	Common Stock	26,060	7.11(3)(4)	D

Explanation of Responses:

1. Reflects shares of common stock, par value $0.0001 per share (the "Common Stock"),of Calidi Biotherapeutics, Inc.(f/k/a First Light Acquisition Group, Inc.), a Delaware corporation ("New Calidi" or the "Issuer"). Pursuant to the Agreement and Plan of Merger, dated January 9, 2023, as amended on February 9, 2023 and June 16, 2023 (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), FLAG Merger Sub, Inc. ("Merger Sub"), First Light Acquisition Group, LLC, Allan Camaisa and Calidi Biotherapeutics, Inc., a Nevada corporation ("Old Calidi"), on September 12, 2023, Merger Sub merged with and into Old Calidi, with Old Calidi surviving the merger as a wholly-owned subsidiary of the Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination"). Upon the consummation of the Business Combination, (the "Closing"), (cont'd. in FN 2)

2. (cont'd from FN 1) each share of common stock of Old Calidi (the "Old Calidi Common Stock") outstanding as of the time of the merger (the "Effective Time") converted into the right to receive approximately 0.41 share (the "Conversion Ratio") of the Issuer's Common Stock.

3. The Reporting Person was originally granted Non-Qualified Stock Options by Old Calidi (the "Calidi Options"), which was assumed by the Issuer at the Effective Time and automatically converted into options exercisable for the Issuer's Common Stock (the "Assumed Options"), subject to the terms and conditions set forth in the Old Calidi 2016 Equity Incentive Plan, as amended from time to time, and the Old Calidi 2019 Equity Incentive Plan, as amended from time to time (together, the "Calidi Equity Incentive Plan"). Each Assumed Option has the right to acquire a number of shares of Issuer's Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Old Calidi Common Stock subject to such Calidi Option immediately prior to the Effective Time, (cont'd in FN 4)

4. (cont'd from FN 3) multiplied by (B) the Conversion Ratio; (1) at an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of such Calidi Option immediately prior to the Effective Time, divided by (B) the Conversion Ratio; and (2) subject to the same vesting schedule as such Calidi Option. The exercise price and the number of shares of Issuer's Common Stock underlying the Assumed Options reflects the Conversion Ratio adjustment made in connection with the Closing.

5. These Non-Qualified Stock Options were granted on February 1, 2022 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest over four years as follows: (i) 25% vesting on the one year anniversary of the grant date, and (ii) the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the Reporting Person's continued service to the Issuer on each vesting date.

6. These Incentive Stock Options were granted on December 2, 2021 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest over four years as follows: (i) 25% vesting on the one year anniversary of the grant date, and (ii) the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the Reporting Person's continued service to the Issuer on each vesting date.

7. These Incentive Stock Options were granted on February 1, 2022 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest over four years as follows: (i) 25% vesting on the one year anniversary of the grant date, and (ii) the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the Reporting Person's continued service to the Issuer on each vesting date.

8. Directly held by Gerwend, LLC ("Gerwend"). Ms. Pizarro is the managing member of Gerwend, and may be deemed to beneficially own the securities held by Gerwend. Ms. Pizarro disclaims beneficial ownership of any such securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Wendy Pizarro	09/25/2023
	** Signature of Reporting Person	Date
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