SEC Form 4 · accession 0000914190-16-000665
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
Jun 3, 2016
Accepted (ET)
Jun 7, 2016 · 5:45 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 | holding | — | — | — | 283,209 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (Right to Buy)F4,F5 | $0.30 | Jun 3, 2016 | P | 40,000 | A | Jun 3, 2016 | Jun 3, 2021 | Common Stock | 40,000 | 40,000 | I |
| Common Stock Warrants (Right to Buy)F4 | $0.30 | Jun 3, 2016 | P | 10,000 | A | Jun 3, 2016 | Jun 3, 2021 | Common Stock | 10,000 | 10,000 | I |
| Common Stock Warrants (Right to Buy)F4 | $0.30 | Jun 3, 2016 | P | 10,000 | A | Jun 3, 2016 | Jun 3, 2021 | Common Stock | 10,000 | 10,000 | I |
| Stock Option (Right to Buy)F2 | $0.46 | holding | — | — | — | — | Mar 26, 2024 | Common Stock | 75,361 | 75,361 | D |
| Stock Option (Right to Buy)F3 | $0.60 | holding | — | — | — | Jun 3, 2016 | Apr 15, 2025 | Common Stock | 764,468 | 764,468 | D |
Explanation of responses
- F1Includes 42,840 shares of restricted stock that vest on June 17, 2016.
- F2Options to purchase 25,120 shares vest on each of 3/26/14 and 3/26/16, and options to purchase 25,121 shares vest on 3/26/15.
- F3On 4/15/2015, the Reporting Person was granted an option to purchase up to 2,184,193 shares of common stock of the Company. 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 Company'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 Company's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/2015 between the Reporting Person and the Company.
- F4On June 3, 2016 the Company and the Reporting Person entered into a Note and Warrant Purchase Agreement pursuant to which the Reporting Person indirectly purchased from the Company 3-year promissory notes in the aggregate principal amount of $30,000. In addition to the notes, the Company issued warrants to purchase a number of shares of common stock equal to twice the original principal amount of notes simultaneously purchased.
- F5The reporting person is a managing director of the LLC that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.