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FLAG Sponsor Manager, LLC

Disclosed activity across 1 company

Tapewire entity
109729
SEC CIK
0001882920

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Reported relationships

Latest disclosed role at each company.

No relationships currently tracked through insider filings.

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Calidi Biotherapeutics, Inc.

Report date June 16, 2023 · Filed September 14, 2023

Jointly reported with First Light Acquisition Group, LLC, Weber William John

Section 16 reporting ended · disclosed 2023-09-14. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.0001 per shareSEC Table I · non-derivativeIndirectSee Note1,931,852 Reported balance After 2023-09-12 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2023-09-12 · Conversion · Acquired 1,931,852 · Balance 1,931,852

F2: 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 ("Merger Sub"), 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, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 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.

F1: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Class B Common Stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee Note2,383,813 Reported balance After 2023-06-16 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2023-06-16 · Sale · Disposed 191,990 · Balance 2,383,813

F3: 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.

F4: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F1: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Class B Common Stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee Note2,284,425 Reported balance After 2023-09-12 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2023-09-12 · Sale · Disposed 99,388 · Balance 2,284,425

F3: 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.

F4: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F1: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Class B Common Stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee Note2,098,053 Reported balance After 2023-09-12 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2023-09-12 · Sale · Disposed 186,372 · Balance 2,098,053

F3: 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.

F5: In connection with the transactions contemplated by the Merger Agreement, in order to induce investors to provide financing to New Calidi and to extinguish certain outstanding promissory notes of FLAG, the Sponsor transferred to such investors, for no cash or other payment, an aggregate of 186,372 shares of Class B common stock of FLAG.

F1: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Class B Common Stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee Note1,931,852 Reported balance After 2023-09-12 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2023-09-12 · Other · Disposed 166,201 · Balance 1,931,852

F3: 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.

F6: The Sponsor forfeited the shares of Class B common stock of FLAG to FLAG for no consideration in connection with the transactions contemplated by the Merger Agreement.

F1: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Class B Common Stock, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectSee Note0 Reported balance After 2023-09-12 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2023-09-12 · Conversion · Disposed 1,931,852 · Balance 0

F3: 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.

F2: 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 ("Merger Sub"), 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, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 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.

F1: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F2: 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 ("Merger Sub"), 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, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 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.

F3: 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.

F4: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F5: In connection with the transactions contemplated by the Merger Agreement, in order to induce investors to provide financing to New Calidi and to extinguish certain outstanding promissory notes of FLAG, the Sponsor transferred to such investors, for no cash or other payment, an aggregate of 186,372 shares of Class B common stock of FLAG.

F6: The Sponsor forfeited the shares of Class B common stock of FLAG to FLAG for no consideration in connection with the transactions contemplated by the Merger Agreement.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
September 12, 2023 Filed Sep 14, 2023 21:00 UTC Calidi Biotherapeutics, Inc. CLDI · Entity 8408 ConversionClass B Common Stock, par value $0.0001 per share · Derivative 1,931,852 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 6

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 1,931,852 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: 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.

F2 · price: 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 ("Merger Sub"), 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, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 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.

F3 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Read SEC document
September 12, 2023 Filed Sep 14, 2023 21:00 UTC Calidi Biotherapeutics, Inc. CLDI · Entity 8408 OtherClass B Common Stock, par value $0.0001 per share · Derivative 166,201 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 5

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 1,931,852

Underlying: Class A Common Stock, par value $0.0001 per share · 166,201 shares

Expires not disclosed

F3 · derivative.exercise_price: 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.

F6 · kind: The Sponsor forfeited the shares of Class B common stock of FLAG to FLAG for no consideration in connection with the transactions contemplated by the Merger Agreement.

F6 · price: The Sponsor forfeited the shares of Class B common stock of FLAG to FLAG for no consideration in connection with the transactions contemplated by the Merger Agreement.

F3 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Read SEC document
September 12, 2023 Filed Sep 14, 2023 21:00 UTC Calidi Biotherapeutics, Inc. CLDI · Entity 8408 SaleClass B Common Stock, par value $0.0001 per share · Derivative 186,372 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 4

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 2,098,053

Underlying: Class A Common Stock, par value $0.0001 per share · 186,372 shares

Expires not disclosed

F3 · derivative.exercise_price: 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.

F5 · kind: In connection with the transactions contemplated by the Merger Agreement, in order to induce investors to provide financing to New Calidi and to extinguish certain outstanding promissory notes of FLAG, the Sponsor transferred to such investors, for no cash or other payment, an aggregate of 186,372 shares of Class B common stock of FLAG.

F5 · price: In connection with the transactions contemplated by the Merger Agreement, in order to induce investors to provide financing to New Calidi and to extinguish certain outstanding promissory notes of FLAG, the Sponsor transferred to such investors, for no cash or other payment, an aggregate of 186,372 shares of Class B common stock of FLAG.

F3 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Read SEC document
September 12, 2023 Filed Sep 14, 2023 21:00 UTC Calidi Biotherapeutics, Inc. CLDI · Entity 8408 SaleClass B Common Stock, par value $0.0001 per share · Derivative 99,388 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 3

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 2,284,425

Underlying: Class A Common Stock, par value $0.0001 per share · 99,388 shares

Expires not disclosed

F3 · derivative.exercise_price: 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.

F4 · kind: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F4 · price: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F3 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Read SEC document
September 12, 2023 Filed Sep 14, 2023 21:00 UTC Calidi Biotherapeutics, Inc. CLDI · Entity 8408 ConversionCommon Stock, par value $0.0001 per share 1,931,852 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-019095 · doc4.xml · nonDerivative · entry 1

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 1,931,852

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: 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 ("Merger Sub"), 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, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 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.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Read SEC document
June 16, 2023 Filed Sep 14, 2023 21:00 UTC Calidi Biotherapeutics, Inc. CLDI · Entity 8408 SaleClass B Common Stock, par value $0.0001 per share · Derivative 191,990 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 2

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 2,383,813

Underlying: Class A Common Stock, par value $0.0001 per share · 191,990 shares

Expires not disclosed

F3 · derivative.exercise_price: 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.

F4 · kind: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F4 · price: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F3 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.