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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 0.9 | 03/20/2013 | A | 500,000 | (1) | 03/20/2023 | Common Stock, $0.001 par value per share | 500,000 | $ 0 | 500,000 | D | ||||
Stock Option (right to buy) | $ 0.68 | (2) | 12/05/2022 | Common Stock, $0.001 par value per share | 100,000 | 100,000 | I | I (3) | |||||||
Senior Convertible Note (convertible into Common Stock) (4) | $ 0.35 | 09/20/2012 | 09/20/2013 | Common Stock, $0.001 par value per share | 142,857 | 142,857 (4) | I (4) | I (3) | |||||||
Warrant (right to purchase Common Stock) (4) | $ 0.4 | 09/20/2012 | 09/20/2017 | Common Stock, $0.001 par value per share | 125,000 | 125,000 (4) | I (4) | I (3) | |||||||
Stock Option (right to buy) | $ 0.29 | (5) | 05/14/2022 | Common Stock, $0.001 par value per share | 50,000 | 50,000 | I | I (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MILBY RANDY C/O CORMEDIX INC. 745 ROUTE 202-206, SUITE 303 BRIDGEWATER, NJ US 08807 |
X | Chief Executive Officer |
Alexander M. Donaldson, with a Power of Attorney for Randy Milby | 03/22/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These options vest based on performance milestones running through December 31, 2014. |
(2) | These options vest as follows: (a) fifty percent (50%) on the date of issuance of the CE Mark certification for Neutrolin in Europe, if the CE Mark approval is obtained on or before June 30, 2013, and (b) fifty percent (50%) on December 31, 2013. |
(3) | The reporting person beneficially owns these securities through his ownership interest in MW Bridges LLC (an entity through which he has voting and investment control). |
(4) | On September 20, 2012, the reporting person, through his ownership in MW Bridges LLC (an entity through which he has voting and investment control), acquired in a private placement $50,000 of (i) 9% Senior Convertible Notes, convertible into shaers of the Company's Common Stock, $0.001 par value per share, at a conversion price of $0.35 per share; and (ii) a five-year redeemable warrant to purchase common stock at an exercise price of $0.40 per share. |
(5) | These options vest 100% upon receipt of CE Mark approval for the Company's Neutrolin product candidate. |