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).
1. Name and Address of Reporting Person*
Jermasek Douglas
(Last) (First) (Middle)
C/O UNICYCIVE THERAPEUTICS
(Street)
LOS ALTOS CA 94022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Unicycive Therapeutics, Inc. [ UNCY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP of Corporate Strategy
3. Date of Earliest Transaction (Month/Day/Year)
07/11/2023
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 07/11/2023 M 104,612 A (1) 175,012 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Convertible Preferred Stock $0.49 07/11/2023 M 50 (2) (2) Common Stock (2) $1,000 0 D
Warrant (right to buy $0.54 07/11/2023 M 79,252 07/11/2023 (3) Series A-3 Convertible Preferred Stock 79,252 (1) 79,252 D
Warrant (right to buy) $0.59 07/11/2023 M 72,047 07/11/2023 (4) Series A-4 Convertible Preferred Stock 72,047 (1) 72,047 D
Warrant (right to buy) $0.74 07/11/2023 M 115,275 07/11/2023 (5) Series A-5 Convertible Preferred Stock 115,275 (1) 115,275 D
Explanation of Responses:
1. The reported securities were included within the units issued to the reporting person upon conversion of the Series A-1 Convertible Preferred Stock. The Series A-1 Convertible Preferred Stock converted into units at an exercise price of $0.49 per share.
2. On July 11, 2023, the shares of Series A-1 Convertible Preferred Stock automatically converted into units consisting of (1) 104,612 shares of common stock, (2) a Tranche A Warrant to purchase 79,252 shares of Series A-3 Convertible Preferred Stock, (3) a Tranche B Warrant to purchase 72,047 shares of Series A-4 Convertible Preferred Stock and (4) a Tranche C Warrant to purchase 115,275 shares of Series A-5 Convertible Preferred Stock. The shares of Series A-1 Convertible Preferred Stock had no expiration date prior to conversion.
3. The Tranche A Warrants issued to the reporting person as part of the units issued upon conversion of the Series A-1 Convertible Preferred Stock expire twenty-one (21) days following the Issuer's announcement of receipt of FDA approval for Renazorb.
4. The Tranche B Warrants issued to the reporting person as part of the units issued upon conversion of the Series A-1 Convertible Preferred Stock expire twenty-one (21) days following the Company's announcement of receipt of Transitional Drug Add-On Payment Adjustment approval for Renazorb.
5. The Tranche C Warrants issued to the reporting person as part of the units issued upon conversion of the Series A-1 Convertible Preferred Stock expire twenty-one (21) days following the Company's public disclosure of financial results for four (4) quarters of commercial sales of Renazorb following receipt of Transitional Drug Add-On Payment Adjustment approval for Renazorb, commencing with the first quarter in which the Company receives revenue from Centers for Medicare and Medicaid Services for Renazorb under the Transitional Drug Add-On Payment Adjustment.
/s/ Douglas Jermasek 07/13/2023
** 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.