SEC Form 4 · accession 0000914190-15-000365
NEPHROS INC · NEPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daron Evans
Officer — President and CEO · Director
Period of report
Aug 19, 2015
Accepted (ET)
Aug 20, 2015 · 6:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001196298
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 19, 2015 | P | 24,500 | $0.50 | A | 98,584 | D | |
| Common StockF2 | Aug 20, 2015 | P | 27,000 | $0.56 | A | 125,584 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $0.60 | holding | — | — | — | — | Apr 15, 2025 | Common Stock | 764,468 | 764,468 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.48 to $0.51 inclusive. The reporting person undertakes to provide Nephros, Inc., any security holder of Nephros, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.5325 to $0.5752 inclusive. The reporting person undertakes to provide Nephros, Inc., any security holder of Nephros, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F3On 4/15/2015, the Reporting Person was granted an option to purchase up to 2,184,193 shares of common stock of the Issuer. 35% of the shares subject to the option (relating to a total of 764,468 shares) vest quarterly in 16 equal amounts, commencing on 6/30/2015. 15% of the shares subject to the option will vest, if ever, upon the listing of the Issuer's common stock on NASDAQ, NYSE, or such other exchange as the Board may later determine. The remaining 50% of the shares subject to the option will vest, if ever, upon the Issuer's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/2015 between the Reporting Person and the Issuer.