SEC Form 4 · accession 0000914190-17-000113
NEPHROS INC · NEPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Astor
Officer — Chief Financial Officer
Period of report
Mar 17, 2017
Accepted (ET)
Mar 21, 2017 · 5:52 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 | Mar 17, 2017 | P$0 | 166,666 | — | A | 166,666 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1 | $0.30 | Mar 17, 2017 | P | 166,666 | A | Mar 17, 2017 | Mar 17, 2022 | Common Stock | 166,666 | 166,666 | D |
| Stock Option (right to buy)F2,F3 | $0.4599 | holding | — | — | — | — | Feb 13, 2027 | Common Stock | 289,785 | 289,785 | D |
Explanation of responses
- F1The reported securities have a purchase price of $0.30 per share of Common Stock. In addition, the reporting person received a Warrant to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock otherwise purchased. The reporting person purchased 166,666 shares of Common Stock and was issued a related Warrant to acquire up to 166,666 shares of Common Stock.
- F2On 2/13/17, the Reporting Person was granted an option to purchase up to 579,571 shares of common stock of the Company. 12.5% of the shares subject to the option (relating to a total of 72,446 shares) vest on 2/13/18; 37.5% of the shares subject to the option (relating to a total of 217,339 shares) vest quarterly in 12 equal amounts, commencing on 5/13/18; 20% of the shares subject to the option (relating to a total of 115,914 shares) will vest, if ever, upon approval of listing of the Company's common stock on the NASDAQ Stock Market, New York Stock Exchange or such other national securities exchange approved by the Board; 10% of the shares subject to the option (relating to a total of 57,957 shares) will vest, if ever, on the February 1st following the Company's first completed fiscal year in which annual revenue exceeds $6,000,000; (continued)
- F3and 20% of the shares subject to the option (relating to a total of 115,914 shares) will vest, if ever, on the February 1st following the Company's first completed fiscal year in which annual revenue exceeds $10,000,000.