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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Care Capital III LLC (Last) (First) (Middle) 47 HULFISH STREET SUITE 310 (Street) PRINCETON NJ 08542 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NephroGenex, Inc. [ NRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/14/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2014		C		2,148,365	A	(1)	2,148,365	I	See footnotes(2)(3)
Common Stock	02/14/2014		C		890,140	A	(1)	3,038,505	I	See footnotes(3)(4)
Common Stock	02/14/2014		A(5)(6)		412,592	A	(5)(6)	3,451,097	I	See footnotes(3)(5)(6)
Common Stock	02/14/2014		P		790,000	A	$12	4,241,097	I	See footnotes(3)(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	02/14/2014		C			13,964,398	(1)	(1)	Common Stock	2,148,365	(1)	0	I	See footnotes(2)(3)
8% Convertible Promissory Note	(8)	02/14/2014		C			$6,427,231	(8)	04/01/2014	Series A Preferred Stock	5,785,962	(8)	0	I	See footnotes(3)(9)
Series A Preferred Stock	(1)	02/14/2014		C		5,785,962		(1)	(1)	Common Stock	890,140	(1)	5,785,962	I	See footnotes(3)(9)
Series A Preferred Stock	(1)	02/14/2014		C			5,781,269	(1)	(1)	Common Stock	890,140	(1)	0	I	See footnotes(3)(4)

1. Name and Address of Reporting Person* Care Capital III LLC (Last) (First) (Middle) 47 HULFISH STREET SUITE 310 (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Care Capital Investments III L.P. (Last) (First) (Middle) 47 HULFISH STREET SUITE 310 (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Care Capital Offshore Investments III LP (Last) (First) (Middle) 47 HULFISH STREET SUITE 310 (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The issuer's Series A Preferred Stock automatically converted into shares of Common Stock on a 1-for-6.5 basis upon the closing of the issuer's initial public offering and had no expiration date.

2. Consists of 2,113,077 shares held by Care Capital Investments III LP and 35,288 shares held by Care Capital Offshore Investments III L.P.

3. Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP (collectively, "Care Capital") and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Richard Markham, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-6.5 reverse stock split that became effective on February 6, 2014. Richard Markham and Robert Seltzer, members of Care Capital III LLC, serve as representatives of Care Capital on the issuer's board of directors.

4. Consists of 875,523 shares held by Care Capital Investments III LP and 14,617 shares held by Care Capital Offshore Investments III L.P.

5. Care Capital Investments III LP and Care Capital Offshore Investments III LP, together with certain other investors (collectively, the "Investors"), entered into an Omnibus Agreement and Consent with the issuer pursuant to which the Investors agreed to cancel certain contingent rights held by the Investors to purchase additional shares of the issuer's Series A preferred stock in the future at the original Series A preferred stock price. Pursuant to this agreement, an aggregate of 593,590 shares of the issuer's common stock were issued to the Investors concurrently with the completion of the IPO, in return for cancelling such contingent rights, of which Care Capital Investments III LP received 405,815 shares of Common Stock and Care Capital Offshore Investments III LP received 6,777 shares of Common Stock.

6. The transactions contemplated by the Omnibus Agreement and Consent were approved by the issuer's board of directors for purposes of the exemption afforded by Rule 16b-3 promulgated under the Securities Exchange Act of 1934.

7. Consists of 777,024 shares held by Care Capital Investments III LP and 12,976 shares held by Care Capital Offshore Investments III L.P.

8. The issuer's 8% Convertible Promissory Notes (the "Notes") automatically converted into a number of shares of Series A Preferred Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the Notes divided by $1.11083. Such shares of Series A Preferred Stock then automatically converted into shares of Common Stock on a 1-for-6.5 basis upon the closing of the issuer's initial public offering.

9. Consists of an aggregate of $6,321,656 of Notes convertible into 5,690,925 shares of Series A Preferred Stock held by Care Capital Investments III LP and an aggregate of $105,575 of Notes convertible into 95,037 shares of Series A Preferred Stock held by Care Capital Offshore Investments III L.P.

	Care Capital III LLC /s/ David R. Ramsay	02/19/2014
	Care Capital Investments III LP, By: Care Capital III LLC, Its General Partner /s/ David R. Ramsay	02/19/2014
	Care Capital Offshore Investments III LP, By: Care Capital III LLC, Its General Partner /s/ David R. Ramsay	02/19/2014
	** Signature of Reporting Person	Date
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