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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 Common Stock) | $ 0.57 | (3) | 02/16/2028 | Common Stock, $0.001 par value per share | 40,000 | 40,000 | D | ||||||||
| Stock Option (Right to Buy Common Stock) | $ 0.37 | (4) | 08/03/2027 | Common Stock, $0.001 par value per share | 75,000 | 75,000 | D | ||||||||
| Series C-3 Non-Voting Convertible Preferred Stock | (5) | 01/08/2014 | (5) | Common Stock, $0.001 par value per share | 500,000 | 500,000 | D | ||||||||
| Warrant (Right to Purchase Common Stock) | $ 0.9 | 01/08/2015 | 01/01/2020 | Common Stock, $0.001 par value per share | 250,000 | 250,000 | D | ||||||||
| Series A Common Stock Warrant (6) | $ 0.75 | (6) | (6) | Common Stock, $0.001 par value per share | 1,000,000 | 1,000,000 | D | ||||||||
| Series B Common Stock Warrant (7) | $ 1.05 | (7) | (7) | Common Stock, $0.001 par value per share | 1,000,000 | 1,000,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gelbfish Gary A. C/O CORMEDIX INC. 400 CONNELL DRIVE, SUITE 5000 BERKELEY HEIGHTS, NJ 07922 |
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| /s/ Alexander M. Donaldson, by Power of Attorney | 11/30/2018 | |
| **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 shares consist of restricted stock units granted on 2/16/2018. These restricted stock units will vest monthly with full vesting on the first anniversary of the date of grant, subject to continued service on the board. This amendment reports the restricted stock units in Table I rather than Table II as originally reported. |
| (2) | Held by Landmark Foundation, of which Dr. Gelbfish and his wife are trustees. |
| (3) | These options were granted on 2/16/2018. These options vest in full on the first anniversary of the date of grant, subject to continued service on the board. |
| (4) | These options vest as follows: 1/3 on August 3, 2017, an additional 1/3 on August 3, 2018, and the remaining 1/3 on August 3, 2019. |
| (5) | The conversion ratio is equal to the stated value of $10.00 divided by the conversion price of $1.00. The Series C-3 Non-Voting Convertible Preferred Stock is perpetual. |
| (6) | The Series A Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of thirteen months from the Initial Exercise Date. |
| (7) | The Series B Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of five years from the Initial Exercise Date. |