SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rho Ventures V, L.P.

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NephroGenex, Inc. [ NRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2014		C⁽¹⁾		942,455	A	⁽¹⁾	942,455	I	See Footnote⁽²⁾⁽⁸⁾
Common Stock	02/14/2014		C⁽¹⁾		203,374	A	⁽¹⁾	1,145,829	I	See Footnote⁽³⁾⁽⁸⁾
Common Stock	02/14/2014		A⁽⁴⁾		180,997	A	⁽⁴⁾	1,326,826	I	See Footnote⁽⁴⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	02/14/2014		C			5,631,531	⁽¹⁾	⁽¹⁾	Common Stock	866,388	⁽¹⁾	0	I	See Footnote⁽⁵⁾⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	02/14/2014		C			494,447	⁽¹⁾	⁽¹⁾	Common Stock	76,067	⁽¹⁾	0	I	See Footnote⁽⁶⁾⁽⁸⁾
Convertible Promissory Notes	⁽⁷⁾	02/14/2014		C			1,215,268	⁽⁷⁾	⁽⁷⁾	Series A Preferred Stock	1,215,268	⁽⁷⁾	0	I	See Footnote⁽⁵⁾⁽⁸⁾
Convertible Promissory Notes	⁽⁷⁾	02/14/2014		C			106,697	⁽⁷⁾	⁽⁷⁾	Series A Preferred Stock	106,697	⁽⁷⁾	0	I	See Footnote⁽⁶⁾⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	02/14/2014		C		1,215,268		⁽¹⁾	⁽¹⁾	Common Stock	186,961	⁽¹⁾	1,215,268	I	See Footnote⁽⁵⁾⁽⁷⁾⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	02/14/2014		C		106,697		⁽¹⁾	⁽¹⁾	Common Stock	16,413	⁽¹⁾	106,697	I	See Footnote⁽⁶⁾⁽⁷⁾⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	02/14/2014		C			1,215,268	⁽¹⁾	⁽¹⁾	Common Stock	186,961	⁽¹⁾	0	I	See Footnote⁽⁵⁾⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	02/14/2014		C			106,697	⁽¹⁾	⁽¹⁾	Common Stock	16,413	⁽¹⁾	0	I	See Footnote⁽⁶⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Rho Ventures V, L.P.

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Rho Ventures V Affiliates, LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RMV V, L.L.C.

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Rho Capital Partners LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KAIROUZ HABIB

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LESCHLY MARK

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RUCH JOSHUA

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A Preferred Stock held by Rho Ventures V, L.P. ("RV V") and Rho Ventures V Affiliates, L.L.C. ("RV V Affiliates") automatically converted on a 1-for-6.5 basis into shares of common stock upon the closing of the issuer's initial public offering ("IPO"). The Series A Preferred Stock has no expiration date.

2. Consists of 866,388 shares held by RV V and 76,067 shares held by RV V Affiliates.

3. Consists of 186,961 shares held by RV V and 16,413 shares held by RV V Affiliates.

4. RV V and RV V Affiliates, together with certain other investors (collectively, the "Investors"), entered into an Omnibus Agreement and Consent with the Issuer pursuant to which the Investors agreed to cancel certain contingent rights held by the Investors to purchase additional shares of the issuer's Series A preferred stock in the future at the original Series A preferred stock price. Pursuant to this agreement, an aggregate of 593,590 shares of the Issuer's common stock were issued to the Investors concurrently with the completion of the IPO, in return for cancelling such contingent rights, of which RV V received 166,389 shares of common stock and RV V Affiliates received 14,608 shares of common stock. The transactions contemplated by the Omnibus Agreement and Consent were approved by the issuer's board of directors for purposes of the exemption afforded by Rule 16b-3 promulgated under the Securities Exchange Act of 1934.

5. Owned directly by RV V.

6. Owned directly by RV V Affiliates.

7. The aggregate principal amount plus accrued interest on the Convertible Promissory Notes held by RV V and RV V Affiliates automatically converted upon the closing of the IPO into shares of Series A Preferred Stock at $1.11083 per share (1,215,268 and 106,697 shares of Series A Preferred Stock, respectively). In addition, the Series A Preferred Stock received upon conversion of the Convertible Promissory Notes automatically converted on a 1-for-6.5 basis into shares of common stock upon the closing of the IPO. The maturity date on the Convertible Promissory Notes was April 1, 2014.

8. RMV V, L.L.C. ("RMV") is the general partner of RV V, and the managing member of RV V Affiliates, and Rho Capital Partners LLC ("RCP") is the managing member of RMV. Mark Leschly, Habib Kairouz and Joshua Ruch are managing members of RCP and exercise shared voting and investment power with respect to the shares owned by RV V and RV V Affiliates. Each of the reporting persons disclaims beneficial ownership of the securities owned by RV V and RV V Affiliates, except to the extent of his or its respective pecuniary interest therein. Martin Vogelbaum, a Partner of Rho Capital Partners, Inc., an affiliate of RCP, serves as a representative of each of the reporting persons on the issuer's board of directors.

	/s/ Jeffrey I. Martin Atty In Fact	02/19/2014
	/s Jeffrey I. Martin Attorney in fact	02/19/2014
	/s/ Jeffrey I. Martin Attorney In Fact	02/19/2014
	s/ Jeffrey I. Martin Atty In Fact	02/19/2014
	/s/ Jeffrey Martin	02/19/2014
	/ s/ Jeffrey I. Martin, Attorney in fact	02/19/2014
	s/ Jeffrey I. Martin Attorney-In-Fact	02/19/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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