SEC Form 4 · accession 0000914190-16-000993
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
Dec 23, 2016
Accepted (ET)
Dec 23, 2016 · 4:44 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 StockF1 | Dec 23, 2016 | A | 213,068 | $0.00 | A | 561,661 | 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
- F1On December 23, 2016, the Company granted 213,068 shares of restricted stock (the "Restricted Stock") to the Reporting Person in lieu of a $60,000 cash bonus. The Restricted Stock was granted under the Company's 2015 Equity Incentive Plan. The Restricted Stock vests six months following the grant date.
- 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.