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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 | ||||||||
| Series C-3 Non-Voting Convertible Preferred Stock (11) | $ 1 | 01/08/2014 | P | 30,000 | (11) | (11) | Common Stock, $0.01 par value per share | 300,000 | (11) | 30,000 | D | ||||
| Warrant (right to purchase Common Stock) (11) | $ 1.25 | 01/08/2014 | P | 150,000 | 01/08/2015(11) | 01/08/2020(11) | Common Stock, $0.001 par value per share | 150,000 | (11) | 150,000 | D | ||||
| Series C-3 Non-Voting Convertible Preferred Stock (12) | $ 1 | 01/08/2014 | P | 20,000 | (12) | (12) | Common Stock, $0.01 par value per share | 200,000 | (12) | 20,000 | I | Shares are hed by Gary Gelbfish IRA, Nathaniel Shapiro Trustee (12) | |||
| Warrant (right to purchase Comm Stock) (12) | $ 1.25 | 01/08/2014 | P | 100,000 | 01/08/2015(12) | 01/08/2020(12) | Common Stock, $0.001 par value per share | 100,000 | (12) | 100,000 | I | Shares are held by Gary Gelbfish IRA, Nathaniel Shapiro Trustee (12) | |||
| Stock Option (right to buy) | $ 0.9 | (1) | 03/20/2023 | Common Stock, $0.001 par value per share | 50,000 | 50,000 | D | ||||||||
| Stock Option (right to buy) | $ 0.68 | (2) | 12/05/2022 | Common Stock, $0.001 par value per share | 70,000 | 70,000 | D | ||||||||
| Warrant (right to purchase Common Stock) (10) | $ 0.4 | 09/20/2012 | 09/20/2017 | Common Stock, $0.001 par value per share | 250,000 | 250,000 | D | ||||||||
| Stock Option (right to buy) | $ 0.29 | (3) | 01/06/2022 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D | ||||||||
| Stock Option (right to buy) | $ 2.1 | (6) | 01/14/2021 | Common Stock, $0.00 par value per share | 30,000 | 30,000 | D | ||||||||
| Stock Option (right to buy) | $ 3.125 | (7) | 03/30/2020 | Common Stock, $0.001 par value per share | 20,000 | 20,000 | D | ||||||||
| 8% Noteholder Warrants (8) | $ 3.4375 | (8) | 10/29/2016 | Common Stock, $0.001 par value per share | 67,200 | 67,200 | D (9) | ||||||||
| 8% Noteholder Warrants (8) | $ 3.4375 | (8) | 10/29/2016 | Common Stock, $0.001 par value per share | 28,800 | 28,800 | I (5) | By Landmark Charity Foundation (5) | |||||||
| 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 | 01/10/2014 | |
| **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) | These options vest quarterly over two years beginning June 30, 2013. |
| (2) | These options vest as follows: (a) fifty percent (50%) on the date of issuance of the CE Mark certification for Neutrolin in Europe, which occurred on July 5, 2013, and (b) fifty percent (50%) on December 31, 2013. |
| (3) | The options vest in full on the first anniversary of the date of grant. |
| (4) | 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. |
| (5) | Held by Landmark Foundation, of which Dr. Gelbfish and his wife are trustees. |
| (6) | These options vest on January 14, 2012. |
| (7) | 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. |
| (8) | These warrants became exercisable upon the consummation of the Company's initial public offering. |
| (9) | 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. |
| (10) | On September 20, 2012, the reporting person acquired in a private placement $100,000 of (i) 9% Senior Convertible Notes, convertible into shares of the Company's Common Stock, $0.001 par value per share, at a conversion price of $0.35 per share, which were converted on September 20, 2013; and (ii) a five-year redeemable warrant to purchase common stock at an exercise price of $0.40 per share. |
| (11) | On January 8, 2014, the reporting person acquired in a private placement (i) 30,000 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. |
| (12) | On January 8, 2014, the reporting person through his ownership of his IRA account, acquired in a private placement (i) 20,000 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 purchase price of $10.00 per share for each share of Series C-3 Preferred Stock. |