| 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) 11/13/2013 | ||||||||||||||||||||||||||
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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 | 11/13/2013 | C | 28,571 | A | $0.35 | 38,339 | D | |||
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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) | $0.9 | (1) | 03/20/2023 | Common Stock, $0.001 par value per share | 100,000 | 100,000 | D | ||||||||
| Stock Option (right to buy) | $0.68 | (2) | 12/05/2022 | Common Stock, $0.001 par value per share | 125,000 | 125,000 | D | ||||||||
| Senior Convertible Note (convertible into Common Stock(3) | $0.35 | 11/13/2013 | C | 28,571 | 11/13/2012 | 11/13/2013 | Common Stock, $0.001 par value per share | 28,571 | $0.35 | 0(3) | D | ||||
| Warrant (right to purchase Common Stock)(3) | $0.4 | 11/13/2012 | 11/13/2017 | Common Stock, $0.001 par value per share | 25,000 | 0(3) | D | ||||||||
| Stock Option (right to buy) | $0.29 | (4) | 01/06/2022 | Common Stock, $0.001 par value per share | 30,000 | 0 | D | ||||||||
| Stock Option (right to buy) | $0.28 | (5) | 11/21/2021 | Common Stock, $0.001 par value per share | 30,000 | 0 | D | ||||||||
| Warrant(6) | $3.475 | (7) | 03/24/2015 | Common Stock, $0.001 par value per share | 4,884 | 0 | D | ||||||||
| Explanation of Responses: |
| 1. These options vest quarterly over two years. |
| 2. These options vest 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. |
| 3. On November 13, 2012, the reporting person acquired in a private placement $10,000 of (a) 9% Senior Convertible Notes, convertible into shares of the Company's common stock at a conversion price of $0.35 per share, and (b) a five-year redeemable warrant to purchase common stock at an exercise price of $0.40 per share. |
| 4. These options vest in full on the first anniversary of the date of grant. |
| 5. The options vest ratably, one-third of which will vest on each of the grant date, the first anniversary and the second anniversary thereof. |
| 6. (Right to buy Common Stock, $0.001 par value per share) |
| 7. 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 the Company's registration statement related thereto. |
| Alexander M. Donaldson, with a Power of Attorney for Matthew P. Duffy | 11/14/2013 | |
| ** 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. | ||