| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CorMedix Inc. [ CRMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/28/2015 | S | 10,000 | D | $6.1602(11) | 146,471 | D | |||
| Common Stock, $0.001 par value per share | 06/01/2015 | S | 29,072 | D | $6.6558(12) | 117,399 | D | |||
| Common Stock, $0.001 par value per share | 174,741 | I(1) | Wade Capital Corporation Money Purchase Plan | |||||||
| Common Stock, $0.001 par value per share | 10,000 | I(1) | Reporting Person's Wife | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (2) | 01/09/2024 | Common Stock, $0.001 par value per share | 200,000 | 200,000 | D | ||||||||
| Stock Option (right to buy) | $2.02 | (7) | 01/09/2024 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D | ||||||||
| Swries C-3 Non-Voting Convertible Preferred Stock | $1 | (3) | (3) | Common Stock, $0.001 par value per share | 45,000 | 4,500 | D | ||||||||
| Warrant (right to purchase Common Stock) | $0.9(4) | 01/08/2015 | 01/08/2020 | Common Stock, $0.001 par value per share | 22,500 | 22,500 | D | ||||||||
| Series C-3 Non-Voting Convertible Preferred Stock | $1 | (4) | (4) | Common Stock, $0.001 par value per share | 30,000 | 3,000 | I(1) | Wade Capital Corporation Money Purchase Plan | |||||||
| Warrant (right to purchase Common Stock) | $0.9(4) | 01/08/2015 | 01/08/2020 | Common Stock, $0.001 par value per share | 15,000 | 15,000 | I(1) | Wade Capital Corporation Money Purchase Plan | |||||||
| Warrant (right to purchase Common Stock) | $3.4375 | 08/20/2012 | 04/30/2015(10) | Common Stock, $0.001 par value per share | 5,000 | 0 | D | ||||||||
| Stock Option (right to buy) | $0.9 | (5) | 03/20/2023 | Common Stock, $0.001 par value per share | 120,000 | 120,000 | D | ||||||||
| Stock Option (right to buy) | $0.68 | (6) | 12/05/2022 | Common Stock, $0.001 par value per share | 150,000 | 150,000 | D | ||||||||
| Stock Option (right to buy) | $0.29 | (7) | 01/06/2022 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D | ||||||||
| Stock Option (right to buy) | $1.1 | (8) | 08/11/2021 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D | ||||||||
| Warrant (right to purchase Common Stock) | $3.4375 | (9) | 04/30/2015(10) | Common Stock, $0.001 par value per share | 19,536 | 0 | D | ||||||||
| Warrant (right to purchase Common Stock) | $3.4375 | (9) | 04/30/2015(10) | Common Stock, $0.001 par value per share | 7,900 | 0 | D | ||||||||
| Stock Option (right to buy) | $5.62 | (7) | 03/01/2025 | Common Stock, $0.001 par value per share | 50,000 | 50,000 | D | ||||||||
| Explanation of Responses: |
| 1. The reporting person beneficially owns these securities through Wade Capital Corporation Money Purchase Plan (an entity for which he has voting and investment control). |
| 2. The options vested 100% on January 10, 2014. |
| 3. On January 8, 2014, the reporting person acquired in a private placement (i) 4,500 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. |
| 4. On January 8, 2014, the reporting person, through his ownership in Wade Capital Corporation Money Purchase Plan (an entity for which he has voting and investment control), acquired in a private placement (i) 3,000 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 warrant exercise price was decreased from $1.25 per share to $0.90 per share effective September 15, 2014. 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. These options vest quarterly over two years beginning June 13, 2013. |
| 6. These options vested as follows: (a) fifty percent (50%) on the date of issuance of the CE Mark certification for Neutrolin in Europe, which occuured on July 5, 2013, and (b) fifty percent (50%) on December 31, 2013. |
| 7. The options vest in full on the first anniversary of the date of grant. |
| 8. The options vest ratably, one-third of which will vest on each of the grant date, the first anniversary and the second anniversary thereof. |
| 9. The warrants were issued as part of the Company's initial public offering in March 2010 and were exercisable beginning six months after the effective date of hte Company's registration statement related thereto. |
| 10. The expiration date was originally 3/24/2015 and was extended to 4/30/2015. |
| 11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices $6.15 to $6.17, inclusive. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices $6.15 to $7.10, inclusive. |
| /s/Alexander M. Donaldson by Power of Attorney | 06/01/2015 | |
| ** 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). | ||
| 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. | ||