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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) | $ 2.02 | (3) | 01/09/2024 | Common Stock, $0.01 par value per share | 200,000 | 200,000 | D | ||||||||
| Stock Option (right to buy) | $ 2.02 | (4) | 01/09/2024 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D | ||||||||
| Series C-3 Non-Voting Convertible Preferred Stock (5) | $ 1 | (5) | (5) | Common Stock, $0.01 par value per share | 500,000 | 50,000 | D | ||||||||
| Warrant (right to purchase Comm Stock) (5) | $ 1.25 | 01/08/2015(5) | 01/08/2020(5) | Common Stock, $0.001 par value per share | 250,000 | 250,000 | D | ||||||||
| Stock Option (right to buy) | $ 0.9 | (6) | 03/20/2023 | Common Stock, $0.001 par value per share | 50,000 | 50,000 | D | ||||||||
| Stock Option (right to buy) | $ 0.68 | (7) | 12/05/2022 | Common Stock, $0.001 par value per share | 70,000 | 70,000 | D | ||||||||
| Stock Option (right to buy) | $ 0.29 | (4) | 01/06/2022 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D | ||||||||
| Stock Option (right to buy) | $ 2.1 | (8) | 01/14/2021 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D | ||||||||
| Stock Option (right to buy) | $ 3.125 | (9) | 03/30/2020 | Common Stock, $0.001 par value per share | 20,000 | 20,000 | D | ||||||||
| 8% Noteholder Warrants (10) | $ 3.4375 | (10) | 10/29/2016 | Common Stock, $0.001 par value per share | 67,200 | 67,200 | D (11) | ||||||||
| 8% Noteholder Warrants (10) | $ 3.4375 | (10) | 10/29/2016 | Common Stock, $0.001 par value per share | 28,800 | 28,800 | I (2) | Landmark Charity Foundation (2) | |||||||
| Warrant (right to purhcase Common Stock) | $ 0.4 | 01/17/2014 | X | 250,000 | 09/20/2012 | 09/20/2017 | Common Stock, $0.001 par value per share | 250,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gelbfish Gary A. C/O CORMEDIX INC. 745 ROUTE 202-206, SUITE 303 BRIDGEWATER, NJ US 08807 |
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| Alexander M. Donaldson, with a Power of Attorney for Gary A. Gelbfish | 01/22/2014 | |
| **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) | Includes (i) 94,496 shares of our common stock held jointly by Dr. Gelbfish and his wife, and (ii) 70,872 shares of our common stock held by Dr. Gelbfish as custodian for certain of his children. |
| (2) | Held by Landmark Foundation, of which Dr. Gelbfish and his wife are trustees. |
| (3) | The options vested 100% on January 10, 2014. |
| (4) | The options vest in full on the first anniversary of the date of grant. |
| (5) | On January 8, 2014, the reporting person acquired in a private placement (i) 50,000 shares of the Company's Series C-3 Non-Voting Convertible Preferred Stock, each share is convertible into 10 shares of Common Stock, $0.001 par value per share at a conversion price of $1.00 per share; and (ii) a five-year warrant to purchase common stock at an exercise price of $1.25 per share. The Series C-3 Preferred Stock and the warrants were purchased together at a price of $10.00 per share for each share of Series C-3 Preferred Stock. The reporting person erroneously reported that 30,000 shares were acquired by him directly and 20,000 shares were acquired by his IRA; all were acquired directly by the reporting person. |
| (6) | These options vest quarterly over two years beginning June 30, 2013. |
| (7) | These options vest as follows: (a) fifty percent (50%) on the date of the issuance of the CE Mark certification for Neutrolin in Europe, which occurred on July 5, 2013, and (50%) on December 31, 2013. |
| (8) | These options vested on January 14, 2012. |
| (9) | These options vest as follows: 1/3 on March 30, 2010, an additional 1/3 on March 30, 2011, and the remaining 1/3 on March 30, 2012. |
| (10) | These warrants became exercisable upon the consummation of the Company's initial public offering. |
| (11) | Includes 8% Noteholder Warrants held by Dr. Gelbfish and his wife jointly, that are exercisable for 38,400 shares of common stock, and 8% Noteholder Warrants held by Dr. Gelbfish as custodian for certain of his children that are exercisable for 28,800 shares of common stock. |
| (12) | Does not represent a sale in the market; represents the cashless exercise through the forfeiture of shares to the Issuer to pay the purchase price of the shares acquired upon conversion of the warrant. |