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^*

ARMSTRONG JR. JOHN L.

(Last)

(First)

(Middle)

C/O CORMEDIX INC.

1430 U.S. HIGHWAY 206, SUITE 200

(Street)

BEDMINSTER

07921

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP of Tech Operations

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2017

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	12/12/2017⁽¹⁾		P		20,833	A	$0.48	20,833	D

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 Common Stock)	$2.18							⁽²⁾	03/01/2025	Common Stock	100,000		100,000	D
Restricted Stock Units	⁽³⁾							⁽³⁾	02/28/2027	Common Stock	36,057		36,057	D
Stock Option (Right to Buy Common Stock)	$1.52							⁽⁴⁾	11/14/2024	Common Stock	10,000		10,000	D
Stock Option (Right to Buy Common Stock)	$3.25							⁽⁵⁾	07/28/2025	Common Stock	15,000		15,000	D
Stock Option (Right to Buy Common Stock)	$2.51							⁽⁶⁾	03/08/2026	Common Stock	200,000		200,000	D

Explanation of Responses:

1. Purchase was contracted on November 17, 2017, but not closed until December 12, 2017.

2. The option vests based on certain performance milestones, subject to continued employment. The option will be forfeited if such milestones are not met by certain dates.

3. Each restricted stock unit represents the right to receive one share of CorMedix Inc. common stock. The restricted stock units vest 50% on December 31, 2017 and 50% on December 31, 2018, subject to continued employment.

4. These options vested upon the achievement of certain milestones, subject to continued employment.

5. One third of these options vested upon the achievement of a certain milestone and one third vested on each of December 31, 2015 and July 28, 2015.

6. 15,000 of these options vest monthly over four years, beginning on March 9, 2016, 20,000 vest upon the achievement of a certain milestone, subject to continued employment, and the rest vested upon the achievement of certain milestones.

	/s/ Alexander M. Donaldson, by power of attorney	12/14/2017
	** 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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