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* Tom Penny (Last) (First) (Middle) 2223 AVENIDA DE LA PLAYA, SUITE 105 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/06/2024	3. Issuer Name and Ticker or Trading Symbol Equillium, Inc. [ EQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Principal Accounting 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	33,857	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
Employee Stock Option (right to buy)	(1)	01/30/2029	Common Stock	65,000	$2.45(2)	D
Employee Stock Option (right to buy)	(1)	12/09/2029	Common Stock	45,000	$2.45(2)	D
Employee Stock Option (right to buy)	(1)	01/03/2031	Common Stock	40,000	$5.03(2)	D
Employee Stock Option (right to buy)	(1)	01/18/2032	Common Stock	60,000	$3.86(2)	D
Employee Stock Option (right to buy)	(1)	05/01/2032	Common Stock	40,000	$2.52(2)	D
Employee Stock Option (right to buy)	(1)	01/02/2033	Common Stock	100,000	$1.06(2)	D
Employee Stock Option (right to buy)	(1)	01/01/2034	Common Stock	100,000	$0.73	D

Explanation of Responses:

1. Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.

2. Effective as of August 14, 2023, the Company's board of directors approved the repricing of the options to an exercise price of $0.785 per share. However, if a repriced option is exercised prior to the Retention Period End Date (as defined in Item 5 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August 9, 2023), or the optionholder's employment or service terminates under certain circumstances prior to the Retention Period End Date, the optionholder will be required to pay a premium price equivalent to the original exercise price per share of the repriced options. Such original exercise price per share is reflected in this column.

	/s/ Penny Tom	03/06/2024
	** 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).
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