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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
MILBY RANDY

(Last) (First) (Middle)
C/O CORMEDIX INC.
745 ROUTE 202-206, SUITE 303

(Street)
BRIDGEWATER NJ US 08807

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CorMedix Inc. [ CRMD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2014
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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value per share 06/30/2014 P (1) 2,732 A $1.83 2,732 D
Common Stock, $0.001 par value per share 196,243 I (2) MW Bridges LLC( (2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $2.02 (3) 01/09/2024 Common Stock, $0.001 par value per share 100,000 100,000 D
Series C-3 Non-Voting Convertible Preferred Stock (4) $1 (4) (4) Common Stock, $0.001 par value per share 237,000 23,700 D
Warrant (right to purchase Common Stock) (4) $1.25 01/08/2015 01/08/2020 Common Stock, $0.001 par value per share 118,500 118,500 D
Series C-3 Non-Voting Convertible Preferred Stock (5) $1 (5) (5) Common Stock, $0.001 par value per share 13,000 1,300 I (2) MW Bridges LLC (2)
Warrant (right to purchase Common Stock) (5) $1.25 01/08/2015 01/08/2020 Common Stock, $0.001 par value per share 6,500 6,500 I (2) MW Bridges LLC (2)
Stock Option (right to buy) $0.9 (6) 03/20/2023 Common Stock, $0.001 par value per share 500,000 500,000 D
Stock Option (right to buy) $0.68 (7) 12/05/2022 Common Stock, $0.001 par value per share 100,000 100,000 D
Stock Option (right to buy) $0.29 (8) 05/14/2022 Common Stock, $0.001 par value per share 50,000 50,000 I (2) MW Bridges LLC (2)
Explanation of Responses:
1. This purchase of newly issued shares was pursuant to an automatic payroll deduction stock purchase plan.
2. The reporting person beneficially owns these securities through his ownership interest in MW Bridges LLC (an entity through which he has voting and investment control).
3. The option vested 100% on January 10, 2014.
4. On January 8, 2014, the reporting person acquired in a private placement (i) 23,700 shares of the Company's Series C-3 Non-Voting Convertible Prefered Stock, each share is convertible into 10 shares of the 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.
5. On January 8, 2014, the reporting person, through his ownership in MW Bridges LLC (an entity through which he has voting and investment control), acquired in a private placement (i) 1,300 shares of the Company's Series C-3 Non-Voting Convertible Preferred Stock, each share is convertible into 10 shares of the 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.
6. These options vest based on performance milestones running through December 31, 2014.
7. These options vested 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.
8. These options vested 100% upon receipt of CE Mark approval for the Company's Neutrolin product candidate on July 5, 2013.
Alexander M. Donaldson, with a Power of Attorney for Randy Milby 07/02/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.