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^*

MILBY RANDY

(Last)

(First)

(Middle)

C/O CORMEDIX INC.

745 ROUTE 202-206, SUITE 303

(Street)

BRIDGEWATER

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)
04/15/2015

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, $0.001 par value per share	05/15/2015		P⁽¹⁾		979	A	$6.38	53,145	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)
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)
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	437,500		437,500	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⁾
Warrant (right to purchase Common Stock)	$0.4							09/20/2012	09/20/2017	Common Stock, $0.001 par value per share	62,500		62,500	I⁽²⁾	MW Bridges LLC⁽²⁾
Stock Option (right to buy)	$5							⁽⁹⁾	02/24/2025	Common Stock, $0.001 par value per share	75,000		75,000	D

Explanation of Responses:

1. This purchase of newly issued shares was pursuant to an automatic payroll deduction arrangement with the reporting person.

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. The original grant of 500,000 options were to vest based on performance milestones running through December 31, 2014, pursuant to which 62,500 were forfeited for failure to meet all of the vesting requirements

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.

9. These options were granted on February 24, 2015, and vested immediately.

	Alexander M. Donaldson, with a Power of Attorney for Randy Milby	05/19/2015
	** 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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