GRAY Graybug Vision Inc

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

NAMES OF REPORTING PERSON: Valence Investments SPV IV, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

356,989 (See Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

356,989 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

356,989 (See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐

Not Applicable

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.3%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

The calculation of percentage ownership is based on a total of 5,684,873 shares of common stock outstanding of the Issuer as set forth In the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2023.

NAMES OF REPORTING PERSON: Valence Investments SPV V, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

86,098² (See Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

86,098² (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

86,098² (See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

1.5%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

Includes 66,228 shares of common stock and 19,870 immediately exercisable warrants to purchase common stock at an exercise price of $27.94 per share received pursuant to the Merger Agreement.

The calculation of percentage ownership is based on a total of 5,684,873 shares of common stock outstanding of the Issuer as set forth In the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2023.

NAMES OF REPORTING PERSON: Valence Investments SPV VI, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):                                         

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

    OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

316,109 (See Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

316,109 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

316,109 (See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.6%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

The calculation of percentage ownership is based on a total of 5,684,873 shares of common stock outstanding of the Issuer as set forth In the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2023.

NAMES OF REPORTING PERSON: Eric W. Roberts

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

187,184⁵

SHARED VOTING POWER:

759,196⁶ (See Item 5)

SOLE DISPOSITIVE POWER:

187,184⁵

SHARED DISPOSITIVE POWER:

759,196⁶ (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

946,380^5,6 (See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

16.3%⁷

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IN

Includes 20,287 shares of common stock held directly by Mr. Roberts, 51,778 shares of common stock held in individual retirement accounts for the benefit of Mr. Roberts, 113,115 Employee Stock Options to purchase common stock at an exercise price ranging from $3.25 to $17.34, and 2,004 warrants to purchase common stock at an exercise price of $10.42 per share.

Includes 19,870 warrants to purchase common stock at an exercise price of $27.94 held by Valence Investments SPV V, LLC, 356,989 shares of common stock held by Valence Investments SPV IV, LLC, 66,228 shares of common stock held by Valence Investments SPV V, LLC, and 316,109 shares of common stock held by Valence Investments SPV VI, LLC. Mr. Roberts is a co-founder and managing director of Valence Investments SPV IV, LLC, Valence Investments SPV V, LLC, and Valence Investments SPV VI, LLC.

The calculation of percentage ownership is based on a total of 5,684,873 shares of common stock outstanding of the Issuer as set forth In the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2023.

NAMES OF REPORTING PERSON: A. Rachel Leheny

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

209,728⁸

SHARED VOTING POWER:

759,196⁹(See Item 5)

SOLE DISPOSITIVE POWER:

209,728⁸

SHARED DISPOSITIVE POWER:

759,196⁹ (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

968,924^8,9 (See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

16.4%¹⁰

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IN

Includes 18,840 shares of common stock held directly by Ms. Leheny, 1,000 shares of common stock held by Ms. Leheny’s spouse, and 189,888 Employee Stock Options to purchase common stock at an exercise price ranging from $2.44 to $17.34.

Includes 19,870 warrants to purchase common stock at an exercise price of $27.94 held by Valence Investments SPV V, LLC, 356,989 shares of common stock held by Valence Investments SPV IV, LLC, 66,228 shares of common stock held by Valence Investments SPV V, LLC, and 316,109 shares of common stock held by Valence Investments SPV VI, LLC. Ms. Leheny is a co-founder and managing director of Valence Investments SPV IV, LLC, Valence Investments SPV V, LLC, and Valence Investments SPV VI, LLC.

The calculation of percentage ownership is based on a total of 5,684,873 shares of common stock outstanding of the Issuer as set forth In the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2023.

Name

Nature of
Transaction

Leheny

Roberts

Roberts

Roberts

Roberts

Roberts

Leheny

Roberts

Leheny

Roberts

Roberts

Leheny

Leheny

Leheny

Leheny

Roberts

Roberts

Leheny

Leheny

Roberts

Roberts

Roberts

Roberts

Roberts

Roberts

Roberts

Roberts

Roberts

Roberts

Leheny

Roberts

Roberts

VALENCE INVESTMENTS SPV V, LLC