Middleton Fred A bought $2,515,080 worth of shares (679,384 units at $3.70) (SEC Form 4)

1/25/24 8:00:34 PM ET

$GRAY

Biotechnology: Pharmaceutical Preparations

Health Care

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SEC FORM 4 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MIDDLETON FRED A

(Last)

(First)

(Middle)

C/O CALCIMEDICA, INC.

505 COAST BLVD. S. #307

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CalciMedica, Inc. [ CALC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2024		P⁽¹⁾		243,356	A	$3.702	946,744	I	By Sanderling Venture Partners VI, LP⁽²⁾
Common Stock	01/23/2024		P⁽¹⁾		144,676	A	$3.702	727,433	I	By Sanderling Venture Partners VI Co-Investment Fund, L.P.⁽³⁾
Common Stock	01/23/2024		P⁽¹⁾		194,472	A	$3.702	435,148	I	By Sanderling Ventures VII, L.P.⁽⁴⁾
Common Stock	01/23/2024		P⁽¹⁾		51,032	A	$3.702	114,260	I	By Sanderling Ventures VII (Canada), L.P.⁽⁵⁾
Common Stock	01/23/2024		P⁽¹⁾		13,184	A	$3.702	27,609	I	By Sanderling Ventures VII Annex Fund, L.P.⁽⁴⁾
Common Stock	01/23/2024		P⁽¹⁾		3,920	A	$3.702	21,602	I	By Sanderling Ventures Management VI⁽³⁾
Common Stock	01/23/2024		P⁽¹⁾		28,744	A	$3.702	30,292	I	By Sanderling Ventures Management VII⁽⁵⁾
Common Stock								11,714	D
Common Stock								8,176	I	By Golden Triangle Ventures, LLC⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$5.36	01/23/2024		P⁽¹⁾		121,678		01/23/2024⁽⁷⁾	12/31/2024⁽⁷⁾	Common Stock	121,678	$0.125	121,678	I	By Sanderling Venture Partners VI, LP⁽³⁾
Warrant	$7.15	01/23/2024		P⁽¹⁾		121,678		01/23/2024⁽⁸⁾	12/31/2026⁽⁸⁾	Common Stock	121,678	$0.125	121,678	I	By Sanderling Venture Partners VI, LP⁽³⁾
Warrant	$5.36	01/23/2024		P⁽¹⁾		72,338		01/23/2024⁽⁷⁾	12/31/2024⁽⁷⁾	Common Stock	72,338	$0.125	72,338	I	By Sanderling Venture Partners VI Co-Investment Fund, L.P.⁽³⁾
Warrant	$7.15	01/23/2024		P⁽¹⁾		72,338		01/23/2024⁽⁸⁾	12/31/2026⁽⁸⁾	Common Stock	72,338	$0.125	72,338	I	By Sanderling Venture Partners VI Co-Investment Fund, L.P.⁽³⁾
Warrant	$5.36	01/23/2024		P⁽¹⁾		97,236		01/23/2024⁽⁷⁾	12/31/2024⁽⁷⁾	Common Stock	97,236	$0.125	97,236	I	By Sanderling Ventures VII, L.P.⁽⁵⁾
Warrant	$7.15	01/23/2024		P⁽¹⁾		97,236		01/23/2024⁽⁸⁾	12/31/2026⁽⁸⁾	Common Stock	97,236	$0.125	97,236	I	By Sanderling Ventures VII, L.P.⁽⁵⁾
Warrant	$5.36	01/23/2024		P⁽¹⁾		25,516		01/23/2024⁽⁷⁾	12/31/2024⁽⁷⁾	Common Stock	25,516	$0.125	25,516	I	By Sanderling Ventures VII (Canada), L.P.⁽⁵⁾
Warrant	$7.15	01/23/2024		P⁽¹⁾		25,516		01/23/2024⁽⁸⁾	12/31/2026⁽⁸⁾	Common Stock	25,516	$0.125	25,516	I	By Sanderling Ventures VII (Canada), L.P.⁽⁵⁾
Warrant	$5.36	01/23/2024		P⁽¹⁾		6,592		01/23/2024⁽⁷⁾	12/31/2024⁽⁷⁾	Common Stock	6,592	$0.125	6,592	I	By Sanderling Ventures VII Annex Fund, L.P.⁽⁵⁾
Warrant	$7.15	01/23/2024		P⁽¹⁾		6,592		01/23/2024⁽⁸⁾	12/31/2026⁽⁸⁾	Common Stock	6,592	$0.125	6,592	I	By Sanderling Ventures VII Annex Fund, L.P.⁽⁵⁾
Warrant	$5.36	01/23/2024		P⁽¹⁾		1,960		01/23/2024⁽⁷⁾	12/31/2024⁽⁷⁾	Common Stock	1,960	$0.125	1,960	I	By Sanderling Ventures Management VI⁽³⁾
Warrant	$7.15	01/23/2024		P⁽¹⁾		1,960		01/23/2024⁽⁸⁾	12/31/2026⁽⁸⁾	Common Stock	1,960	$0.125	1,960	I	By Sanderling Ventures Management VI⁽³⁾
Warrant	$5.36	01/23/2024		P⁽¹⁾		14,372		01/23/2024⁽⁷⁾	12/31/2024⁽⁷⁾	Common Stock	14,372	$0.125	14,372	I	By Sanderling Ventures Management VII⁽⁵⁾
Warrant	$7.15	01/23/2024		P⁽¹⁾		14,372		01/23/2024⁽⁸⁾	12/31/2026⁽⁸⁾	Common Stock	14,372	$0.125	14,372	I	By Sanderling Ventures Management VII⁽⁵⁾

Explanation of Responses:

1. The securities were acquired from the Issuer pursuant to a Securities Purchase Agreement dated January 19, 2024, with a closing date of January 23, 2024. The Securities Purchase Agreement and the issuance of the securities thereunder was approved by an independent committee of the Issuer's Board of Directors.

2. The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the securities of the Issuer held by Sanderling Venture Partners VI, LP ("SVP VI, LP", together with Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling Ventures Management VI and Sanderling VI Limited Partnership (the "Sanderling VI Shares"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the Sanderling VI Securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the securities of the Issuer held by Sanderling Ventures VII, LP ("SVP VII, LP", together with Sanderling Ventures Management VII, Sanderling Ventures VII (Canada), L.P. and Sanderling Ventures VII Annex Fund, L.P., the "Sanderling VII Shares"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the Sanderling VII Securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. The Reporting Person is a managing member of Golden Triangle Ventures LLC and may be deemed to beneficially own the securities of the Issuer held by Golden Triangle Ventures LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

7. The warrant may be exercised on or after January 23, 2024, and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2024, and (ii) thirty (30) days following the Issuer's public disclosure of topline results from the Issuer's Phase 2b clinical trial in patients with acute pancreatitis but not thereafter.

8. The warrant may be exercised on or after January 23, 2024, and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2026 and (ii) thirty (30) days following the Issuer's public disclosure of topline results from the Issuer's planned Phase 2 clinical trial in patients with acute kidney injury but not thereafter.

	/s/ John Dunn, Attorney-in-Fact	01/25/2024
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Middleton Fred A bought $2,515,080 worth of shares (679,384 units at $3.70) (SEC Form 4)

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Sanderling Venture Partners Vi Lp bought $2,515,080 worth of shares (679,384 units at $3.70), increasing direct ownership by 35% to 946,744 units (SEC Form 4)