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^*

Seltzer Robert R.

(Last)

(First)

(Middle)

C/O NEPHROGENEX, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK

27709

(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)

X	Form filed by One Reporting Person
	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		2,148,365	A	⁽¹⁾	2,148,365	I	See footnote⁽²⁾⁽³⁾
Common Stock	02/14/2014		C		890,140	A	⁽¹⁾	3,038,505	I	See footnote⁽³⁾⁽⁴⁾
Common Stock	02/14/2014		A⁽⁵⁾⁽⁶⁾		412,592	A	⁽⁵⁾⁽⁶⁾	3,451,097	I	See footnote⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock	02/14/2014		P		790,000	A	$12	4,241,097	I	See footnote⁽³⁾⁽⁷⁾

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			13,964,398	⁽¹⁾	⁽¹⁾	Common Stock	2,148,365	⁽¹⁾	0	I	See footnote⁽²⁾⁽³⁾
8% Convertible Promissory Note	⁽⁸⁾	02/14/2014		C			$6,427,231	⁽⁸⁾	04/01/2014	Series A Preferred Stock	5,785,962	⁽⁸⁾	0	I	See footnote⁽³⁾⁽⁹⁾
Series A Preferred Stock	⁽¹⁾	02/14/2014		C		5,785,962		⁽¹⁾	⁽¹⁾	Common Stock	890,140	⁽¹⁾	5,785,962	I	See footnote⁽³⁾⁽⁹⁾
Series A Preferred Stock	⁽¹⁾	02/14/2014		C			5,785,962	⁽¹⁾	⁽¹⁾	Common Stock	890,140	⁽¹⁾	0	I	See footnote⁽³⁾⁽⁴⁾

Explanation of Responses:

1. The issuer's Series A Preferred Stock automatically converted into shares of Common Stock on a 1-for-6.5 basis upon the closing of the issuer's initial public offering and had no expiration date.

2. Consists of 2,113,077 shares held by Care Capital Investments III LP and 35,288 shares held by Care Capital Offshore Investments III L.P.

3. Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP (collectively, "Care Capital") and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Richard Markham, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The reporting person is a member of Care Capital III LLC, and serves as a representative of Care Capital on the issuer's board of directors. The reporting person disclaims beneficial ownership of the shares held by Care Capital, except to the extent of his pecuniary interest therein.

4. Consists of 875,523 shares held by Care Capital Investments III LP and 14,617 shares held by Care Capital Offshore Investments III L.P.

5. Care Capital Investments III LP and Care Capital Offshore Investments III LP, 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 Care Capital Investments III LP received 405,815 shares of Common Stock and Care Capital Offshore Investments III LP received 6,777 shares of Common Stock.

6. 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.

7. Consists of 777,024 shares held by Care Capital Investments III LP and 12,976 shares held by Care Capital Offshore Investments III L.P.

8. The issuer's 8% Convertible Promissory Notes (the "Notes") automatically converted into a number of shares of Series A Preferred Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the Notes divided by $1.11083. Such shares of Series A Preferred Stock then automatically converted into shares of Common Stock on a 1-for-6.5 basis upon the closing of the issuer's initial public offering.

9. Consists of $6,321,656 of Notes convertible into 5,690,925 shares of Series A Preferred Stock held by Care Capital Investments III, LP and $105,575 of Notes convertible into 95,037 shares of Series A Preferred Stock held by Care Capital Offshore Investments III, L.P.

	/s/ Pierre Legault, as attorney-in-fact	02/19/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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