SEC Form 4 · accession 0000914190-17-000389
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
Dec 20, 2017
Accepted (ET)
Dec 22, 2017 · 11:31 am 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 20, 2017 | A | 120,417 | $0.00 | A | 335,459 | 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)F6 | $0.4999 | Dec 20, 2017 | A | 50,000 | A | — | Dec 20, 2027 | Common Stock | 50,000 | 50,000 | D |
| Warrants (right to buy) | $0.30 | holding | — | — | — | 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 |
| Stock Option (right to buy)F4,F5 | $0.293 | holding | — | — | — | — | May 1, 2027 | Common Stock | 209,355 | 209,355 | D |
Explanation of responses
- F1On December 20, 2017, the Company granted 120,417 shares of restricted stock (the "Restricted Stock") to the Reporting Person in lieu of a 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.
- 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.
- F4On 5/1/17, the Reporting Person was granted an option to purchase up to 418,709 shares of common stock of the Company. 12.5% of the shares subject to the option (relating to a total of 52,339 shares) vest on 5/1/18; 37.5% of the shares subject to the option (relating to a total of 157,016 shares) vest quarterly in 12 equal amounts, commencing on 7/1/18; 10% of the shares subject to the option (relating to a total of 41,871 shares) will vest, if ever, on the February 1st following the Company's first completed fiscal year in which annual revenue exceeds (continued)
- F5$6,000,000; 20% of the shares subject to the option (relating to a total of 83,742 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; and 20% (relating to a total of 83,742 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.
- F6On 12/20/17, the Reporting Person was granted an option to purchase 50,000 shares of common stock of the Company. 25% of the shares subject to the option (relating to a total of 12,500 shares) vest on 12/20/18 and the remaining 75% of the shares subject to the option (relating to a total of 37,500 shares) vest quarterly in 12 equal amounts, commencing on 3/20/19.