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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) | $ 0.46 | (2) | 03/26/2024 | Common Stock | 75,361 | 75,361 | D | ||||||||
Stock Option (Right to Buy) | $ 0.6 | (3) | 04/15/2025 | Common Stock | 764,468 | 764,468 | D | ||||||||
Common Stock Warrants (Right to Buy) | $ 0.3 | 06/03/2016 | 06/03/2021 | Common Stock | 40,000 | 40,000 | I | By PoC Capital, LLC (4) | |||||||
Common Stock Warrants (Right to Buy) | $ 0.3 | 06/03/2016 | 06/03/2021 | Common Stock | 10,000 | 10,000 | I | By UTMA #1 | |||||||
Common Stock Warrants (Right to Buy) | $ 0.3 | 06/03/2016 | 06/03/2021 | Common Stock | 10,000 | 10,000 | I | By UTMA #2 | |||||||
Common Stock Warrants (Right to Buy) | $ 0.3 | 03/17/2017 | 03/17/2022 | Common Stock | 41,666 | 41,666 | I | By UTMA #1 | |||||||
Common Stock Warrants (Right to Buy) | $ 0.3 | 03/17/2017 | 03/17/2022 | Common Stock | 41,666 | 41,666 | I | By UTMA #2 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Evans Daron C/O NEPHROS, INC. 41 GRAND AVENUE RIVER EDGE, NJ 07661 |
X | President and CEO |
/s/ Daron Evans | 06/13/2017 | |
**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 9,165 shares of restricted stock that vest on June 14, 2017, 213,068 shares of restricted stock that vest on June 23, 2017 and 17,756 shares of restricted stock that vest on September 30, 2017. |
(2) | Fully exercisable. |
(3) | On 4/15/2015, the Reporting Person was granted an option to purchase up to 2,184,193 shares of common stock of the Company. 35% of the shares subject to the option (relating to a total of 764,468 shares) vest quarterly in 16 equal amounts, commencing on 6/30/2015. 15% of the shares subject to the option will vest, if ever, upon the listing of the Company's common stock on NASDAQ, NYSE, or such other exchange as the Board may later determine. The remaining 50% of the shares subject to the option will vest, if ever, upon the Company's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/2015 between the Reporting Person and the Company. |
(4) | The Reporting Person is a managing director of the LLC that owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |