| 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) 10/12/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/16/2018 |
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 | 10/12/2018 | M | 1,000,000 | A | $1.05 | 3,111,121(1) | D | |||
| Common Stock | 10/12/2018 | F | 468,750 | D | $2.24 | 2,642,371(1) | D | |||
| Common Stock | 14,000 | I | Landmark Foundation(2) | |||||||
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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 | ||||||||
| Series B Common Stock Warrant(3) | $1.05 | 10/12/2018 | M | 1,000,000 | (3) | (3) | Common Stock, $0.001 par value per share | 1,000,000 | $0 | 0 | D | ||||
| Series A Common Stock Warrant(4) | $0.75 | 09/10/2018 | J | 1,000,000 | (4) | (4) | Common Stock, $0.001 par value per share | 1,000,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy Common Stock) | $0.57 | (5) | 02/16/2028 | Common Stock, $0.001 par value per share | 40,000 | 40,000 | D | ||||||||
| Stock Option (Right to Buy Common Stock) | $0.37 | (6) | 08/03/2027 | Common Stock, $0.001 par value per share | 75,000 | 75,000 | D | ||||||||
| Series C-3 Non-Voting Convertible Preferred Stock | (7) | 01/08/2014 | (7) | Common Stock, $0.001 par value per share | 500,000 | 500,000 | D | ||||||||
| Warrant (Right to Purchase Common Stock) | $0.9 | 01/08/2015 | 01/08/2020 | Common Stock, $0.001 par value per share | 250,000 | 250,000 | D | ||||||||
| Explanation of Responses: |
| 1. This amendment is being filed solely to correct the reporting person's holdings to reflect an ownership correction to a report filed on 2/20/2018 and amended the same date as this amended report. |
| 2. Held by Landmark Foundation, of which Dr. Gelbfish and his wife are trustees. |
| 3. The Series B Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of five years from the Initial Exercise Date. |
| 4. The Series A Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of thirteen months from the Initial Exercise Date. |
| 5. These options were granted on 2/16/2018. The options vest in full on the first anniversary of the date of grant, subject to continued service on the board. |
| 6. These options vest as follows: 1/3 on August 3, 2017, an additional 1/3 on August 3, 2018, and the remaining 1/3 on August 3, 2019. |
| 7. The conversion ratio is equal to the stated value of $10.00 divided by the conversion price of $1.00. The Series C-3 Non-Voting Convertible Preferred Stock is perpetual. |
| /s/ Alexander M. Donaldson, by Power of Attorney | 11/30/2018 | |
| ** 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. | ||