SEC Form 4 · accession 0000914190-16-000918
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
Nov 30, 2016
Accepted (ET)
Dec 2, 2016 · 4:28 pm EST
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 Stock | Nov 30, 2016 | P | 931 | $0.29 | A | 284,140 | D | |
| Common StockF1 | Dec 1, 2016 | P | 40,599 | $0.3206 | A | 324,739 | 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)F2 | $0.46 | holding | — | — | — | — | Mar 26, 2024 | Common Stock | 75,361 | 75,361 | D |
| Stock Option (Right to Buy)F3 | $0.60 | holding | — | — | — | — | Apr 15, 2025 | Common Stock | 764,468 | 764,468 | D |
| Common Stock Warrants (Right to Buy)F4 | $0.30 | holding | — | — | — | Jun 3, 2016 | Jun 3, 2021 | Common Stock | 40,000 | 40,000 | I |
| Common Stock Warrants (Right to Buy) | $0.30 | holding | — | — | — | Jun 3, 2016 | Jun 3, 2021 | Common Stock | 10,000 | 10,000 | I |
| Common Stock Warrants (Right to Buy) | $0.30 | holding | — | — | — | Jun 3, 2016 | Jun 3, 2021 | Common Stock | 10,000 | 10,000 | I |
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 $0.315 to $0.33 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.
- F2Fully exercisable.
- 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.
- F4The 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.