SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Kuriakose Emil

(Last) (First) (Middle)
C/O CALITHERA BIOSCIENCES, INC.
343 OYSTER POINT BLVD. #200

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2021
3. Issuer Name and Ticker or Trading Symbol
Calithera Biosciences, Inc. [ CALA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF MEDICAL OFFICER
5. 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 60,467(1)(2)(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
STOCK OPTION (RIGHT TO BUY) (4) 09/28/2027 COMMON STOCK 38,000 15.75 D
STOCK OPTION (RIGHT TO BUY) (5) 10/08/2028 COMMON STOCK 12,667 5.61 D
STOCK OPTION (RIGHT TO BUY) (6) 01/09/2029 COMMON STOCK 21,000 4.64 D
STOCK OPTION (RIGHT TO BUY) (7) 01/16/2030 COMMON STOCK 40,000 7.41 D
STOCK OPTION (RIGHT TO BUY) (8) 01/19/2031 COMMON STOCK 33,375 2.98 D
Explanation of Responses:
1. Includes 14,089 shares acquired at various dates pursuant to the Company's 2014 Employee Stock Purchase Plan.
2. Includes 26,961 shares acquired upon the vesting of a restricted stock unit award, net of shares sold to satisfy tax obligations, arising out of the vesting of previously granted restricted stock units.
3. Includes an aggregate of 19,417 shares of common stock to be acquired upon the vesting of Restricted Stock Unit awards granted to the Reporting Person. The Restricted Stock Units shall vest as follows: a) 7,417 restricted stock units shall vest according to the following schedule: one-fourth (1/4th) of the shares subject to the Restricted Stock Unit award will vest each year after January 20, 2021 until the Restricted Stock Units are fully vested, b) 12,000 restricted stock units shall fully vest on January 3, 2022. The Restricted Stock Units shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.
4. One-fourth (1/4th) of the Option vests one year after September 29, 2017; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.
5. One-fourth (1/4th) of the Option vests one year after October 9, 2018; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.
6. One-fourth (1/4th) of the Option vests one year after January 10, 2019; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.
7. One-fourth (1/4th) of the Option vests one year after January 17, 2020; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.
8. One-fourth (1/4th) of the Option vests one year after January 20, 2021; the balance of the Option vests in a series of thirty-six (36) successive equal monthly installments thereafter. The Option shall be subject to accelerated vesting as set forth in the Reporting Person's employment agreement with the Company.
Remarks:
/s/ Emil Kuriakose, Name: Emil Kuriakose 11/09/2021
** 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 5 (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.
                               POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Susan Molineaux, Stephanie Wong, Sumita Ray, John McKenna and
Seth Gottlieb, signing individually, the undersigned's true and lawful attorneys
-in fact and agents to:

            (1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director or beneficial owner of more than
10% of aregistered class of securities of Calithera Biosciences, Inc. (the
"Company"),Forms 3, 4 and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")and the rules thereunder and a Form ID, Uniform Application for
 Access Codes toFile on EDGAR;

            (2) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to execute such Forms 3, 4 or 5
or Form ID (including any amendments thereto) and timely file such forms with
the United States Securities and Exchange Commission and any stock exchange or
similarauthority; and

            (3) take any other action of any nature whatsoever in connection
with theforegoing which, in the opinion of such attorney-in-fact, may be of
benefit, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-
in-fact individually, until such attorney-in-fact is no longer employed by the
Company or Cooley LLP.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of November 5, 2021.

                                       /s/ Emil Kuriakose
                                       ------------------------------------
                                       EMIL KURIAKOSE