Statement of Ownership (sc 13g)
30 Marzo 2023 - 10:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
CalciMedica,
Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
38942Q202
(CUSIP Number)
March 20, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 38942Q202 |
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SCHEDULE 13G |
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Page
2
of 10 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Revelation Healthcare Fund I, L.P. |
2. |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
542,029 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
542,029 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,029 |
10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.8% (1) |
12. |
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TYPE OF REPORTING
PERSON PN |
(1) |
The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of
March 20, 2023, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023. |
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CUSIP No. 38942Q202 |
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SCHEDULE 13G |
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Page
3
of 10 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Revelation Healthcare Fund I GP, L.P. |
2. |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
542,029 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
542,029 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,029 |
10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.8% (1) |
12. |
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TYPE OF REPORTING
PERSON PN |
(1) |
The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of
March 20, 2023, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023. |
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CUSIP No. 38942Q202 |
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SCHEDULE 13G |
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Page
4
of 10 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Revelation Healthcare Fund I GP, LLC |
2. |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
542,029 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
542,029 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,029 |
10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.8% (1) |
12. |
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TYPE OF REPORTING
PERSON OO |
(1) |
The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of
March 20, 2023, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023. |
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CUSIP No. 38942Q202 |
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SCHEDULE 13G |
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Page
5
of 10 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Scott Halsted |
2. |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
542,029 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
542,029 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,029 |
10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.8% (1) |
12. |
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TYPE OF REPORTING
PERSON IN |
(1) |
The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of
March 20, 2023, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023. |
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CUSIP No. 38942Q202 |
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SCHEDULE 13G |
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Page
6
of 10 Pages |
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1. |
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NAMES OF REPORTING PERSONS
Michael Boggs |
2. |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
542,029 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
542,029 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,029 |
10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.8% (1) |
12. |
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TYPE OF REPORTING
PERSON IN |
(1) |
The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of
March 20, 2023, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023. |
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CUSIP No. 38942Q202 |
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SCHEDULE 13G |
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Page
7
of 10 Pages |
CalciMedica, Inc. (the Issuer)
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(b) |
Address of Issuers Principal Executive Offices: |
505 Coast Boulevard South, Suite 307
La Jolla, CA 92037
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(a) (c) |
Name of Persons Filing; Address; Citizenship: |
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(i) |
Revelation Healthcare Fund I, L.P., a Delaware limited partnership (Healthcare Fund
I). |
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(ii) |
Revelation Healthcare Fund I GP, L.P., a Delaware limited partnership (Healthcare Fund I GP
LP). |
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(iii) |
Revelation Healthcare Fund I GP, LLC, a Delaware limited liability company (Healthcare Fund II GP
LLC). |
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(iv) |
Scott Halsted, a citizen of the United States of America (Halsted).
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(v) |
Michael Boggs, a citizen of the United States of America (Boggs).
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The address of the principal business office of each of the Reporting Persons is 300 Turney Street, Sausalito, CA 94965.
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(d) |
Title of Class of Securities: |
Common Stock, par value $0.0001 per share
38942Q202
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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☐ |
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Broker or dealer registered under Section 15 of the Act; |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act; |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940; |
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(e) |
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
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(j) |
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP No. 38942Q202 |
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SCHEDULE 13G |
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Page
8
of 10 Pages |
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(a) and (b) |
Amount beneficially owned: |
Healthcare Fund I directly owns 542,029 shares of Common Stock, which represents approximately 9.8% of the outstanding shares of Common
Stock. Healthcare Fund I GP LLC is the general partner of Healthcare Fund I GP LP, which is the general partner of Healthcare Fund I. Halsted and Boggs are the managing members of Healthcare Fund I GP LLC. As such, each of Healthcare Fund I GP LP,
Healthcare Fund I GP LLC, Halsted and Boggs be deemed to beneficially own the shares of Common Stock held directly by Healthcare Fund I.
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(c) |
Number of shares as to which such person has: |
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Number of Shares of Common Stock |
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Reporting Person |
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(i) |
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(ii) |
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(iii) |
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(iv) |
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Healthcare Fund I |
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542,029 |
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0 |
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542,029 |
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0 |
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Healthcare Fund I GP LP |
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542,029 |
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0 |
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542,029 |
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0 |
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Healthcare Fund I GP LLC |
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542,029 |
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0 |
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542,029 |
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0 |
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Halsted |
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542,029 |
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0 |
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542,029 |
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0 |
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Boggs |
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542,029 |
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0 |
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542,029 |
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0 |
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(i) |
Sole power to vote or direct the vote |
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(ii) |
Shared power to vote or to direct the vote |
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(iii) |
Sole power to dispose or to direct the disposition of |
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(iv) |
Shared power to dispose or to direct the disposition of |
The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of March 20, 2023, as reported in the
Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023.
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
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CUSIP No. 38942Q202 |
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SCHEDULE 13G |
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Page
9
of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: March 30, 2023
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REVELATION HEALTHCARE FUND I, L.P. |
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By: Revelation Healthcare Fund I GP, L.P. |
Its: General Partner |
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By: Revelation Healthcare Fund I GP, LLC |
Its: General Partner |
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By: |
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/s/ Michael Boggs |
Name: Michael Boggs |
Title: Managing Member |
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REVELATION HEALTHCARE FUND I GP, L.P. |
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By: Revelation Healthcare Fund I GP, LLC |
Its: General Partner |
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By: |
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/s/ Michael Boggs |
Name: Michael Boggs |
Title: Managing Member |
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REVELATION HEALTHCARE FUND I GP, LLC |
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By: |
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/s/ Michael Boggs |
Name: Michael Boggs |
Title: Managing Member |
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/s/ Scott Halsted |
SCOTT HALSTED |
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/s/ Michael Boggs |
MICHAEL BOGGS |
EXHIBIT INDEX
Exhibit
99.1 |
Joint Filing Statement |
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