SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fox J. Wesley

(Last)

(First)

(Middle)

C/O NEPHROGENEX, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2014

3. Issuer Name and Ticker or Trading Symbol
NephroGenex, Inc. [ NRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & Chief Sci. Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Common Stock	⁽¹⁾	02/14/2015	Common Stock	769⁽²⁾	$0.65⁽²⁾	D
Options to Purchase Common Stock	⁽¹⁾	08/13/2017	Common Stock	27,227⁽²⁾	$0.39⁽²⁾	D
Options to Purchase Common Stock	⁽¹⁾	04/17/2018	Common Stock	27,502⁽²⁾	$0.39⁽²⁾	D
Options to Purchase Common Stock	⁽¹⁾	04/17/2018	Common Stock	75,765⁽²⁾	$0.39⁽²⁾	D
Options to Purchase Common Stock	⁽¹⁾	06/04/2019	Common Stock	32,538⁽²⁾	$1.95⁽²⁾	D
Options to Purchase Common Stock	⁽¹⁾	12/10/2019	Common Stock	20,812⁽²⁾	$1.95⁽²⁾	D
Options to Purchase Common Stock	⁽³⁾	12/08/2021	Common Stock	38,769⁽²⁾	$1.82⁽²⁾	D
Options to Purchase Common Stock	⁽⁴⁾	12/08/2021	Common Stock	14,615⁽²⁾	$1.82⁽²⁾	D

Explanation of Responses:

1. All of the shares underlying this option have vested.

2. Reflects the 1-for-6.5 reverse stock split effected on February 6, 2014 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of common stock underlying the option was divided by 6.5 and (ii) the exercise price of the option was multiplied by 6.5.

3. The shares underlying this option vest on a pro rata monthly basis for a four-year period through December 14, 2014, subject to the terms and conditions thereof.

4. The shares underlying this option vest on a pro rata monthly basis for a four-year period through December 14, 2015, subject to the terms and conditions thereof.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Pierre Legault, as attorney-in-fact	02/10/2014
	** 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 5 (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.