James A. Schoeneck - Dec 21, 2023 Form 4 Insider Report for Calidi Biotherapeutics, Inc. (CLDI)

Role: Director
Signature: /s/ Wendy Pizarro, Attorney-in-fact
Stock symbol: CLDI
Transactions as of: Dec 21, 2023
Transactions value $: $19,125
Form type: 4
Date filed: 1/4/2024, 07:51 PM
Previous filing: Sep 25, 2023
Next filing: Jul 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CLDI	Common Stock	Award	$19.1K	+10.6K	+61.6%	$1.80	27.9K	Dec 21, 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CLDI	Non-Qualified Stock Options (right to buy)	Award		+70.2K			70.2K	Dec 21, 2023	Common stock	70.2K	$1.80	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 70,249 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023, for serving as a director. The Options will vest in one year or next annual shareholder meeting, whichever first. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.
F2	Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2023 Plan. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The number of RSUs to be issued will equal to the amount due to the director for Board fees divided by the closing price for a share of the Issuer's common stock. The RSUs were granted in a transaction exempt under Rule 16b-3 to the Reporting Person. The shares of common stock underlying the RSUs immediately vested on the Grant Date.

Content

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 70,249 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023, for serving as a director. The Options will vest in one year or next annual shareholder meeting, whichever first. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2023 Plan. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The number of RSUs to be issued will equal to the amount due to the director for Board fees divided by the closing price for a share of the Issuer's common stock. The RSUs were granted in a transaction exempt under Rule 16b-3 to the Reporting Person. The shares of common stock underlying the RSUs immediately vested on the Grant Date.