Thomas A. Vecchiolla - 12 Sep 2023 Form 4 Insider Report for First Light Acquisition Group, Inc. (CLDI)

Reporting relationship: Director
Issuer ticker: CLDI
Reported as of: 12 Sep 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 14 Sep 2023, 21:00:10 UTC
Prior SEC filing: 01 Oct 2021
Next SEC filing: 26 Dec 2023
Source filing: View source filing
Reporting owner signature: /s/ Thomas A. Vecchiolla

Key filing fact

Thomas A. Vecchiolla filed Form 4 for First Light Acquisition Group, Inc. (CLDI) on 14 Sep 2023.

Key facts

This page summarizes Thomas A. Vecchiolla's Form 4 filing for First Light Acquisition Group, Inc. (CLDI).
4 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 14 Sep 2023, 21:00.

Change

Previous filing in this sequence was filed on 01 Oct 2021.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FLAG transaction

Common Stock, par value $0.0001 per share

Conversion of derivative security

Transaction value
Shares: +6,000
Change %
Price
Shares after: 6,000
Date: 12 Sep 2023
Ownership: Direct
Footnotes: F1

FLAG holding

Common Stock, par value $0.0001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 343,687
Date: 12 Sep 2023
Ownership: See Note
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FLAG transaction Derivative

Class B Common Stock, par value $0.0001 per share

Other

Transaction value
Shares: +6,000
Change %
Price
Shares after: 6,000
Date: 12 Sep 2023
Ownership: Direct
Underlying class: Class A Common Stock, par value $0.0001 per share
Underlying amount: 6,000
Exercise price
Footnotes: F3, F4

FLAG transaction Derivative

Class B Common Stock, par value $0.0001 per share

Conversion of derivative security

Transaction value
Shares: -6,000
Change %: -100%
Price
Shares after: 0
Date: 12 Sep 2023
Ownership: Direct
Underlying class: Class A Common Stock, par value $0.0001 per share
Underlying amount: 6,000
Exercise price
Footnotes: F1, F3, F4

FLAG transaction Derivative

Warrants

Other

Transaction value
Shares: +66,667
Change %
Price
Shares after: 66,667
Date: 12 Sep 2023
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 66,667
Exercise price: $11.50
Footnotes: F3, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG, First Light Acquisition Group, LLC (the "Sponsor"), in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), 6,000 shares of Class B common stock of FLAG directly owned by the Reporting Person converted automatically, on a one-for-one basis, into 6,000 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the Class A common stock was designated common stock.

Footnote F2

Through limited liability company interest in the Sponsor, the Reporting Person has an indirect economic interest in 343,687 shares of common stock of New Calidi.

Footnote F3

Acquired in connection with the transactions contemplated by the Merger Agreement and in satisfaction of a promissory note issued by FLAG to the Reporting Person.

Footnote F4

Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

Footnote F5

Each warrant is exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.