SEC Form 4 · accession 0000914190-18-000571
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 14, 2018
Accepted (ET)
Dec 18, 2018 · 5:34 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 14, 2018 | A | 108,296 | $0.00 | A | 1,001,254 | D | |
| Common StockF2 | holding | — | — | — | 95,000 | I | By PoC Capital, LLC | |
| Common Stock | holding | — | — | — | 65,666 | I | By UTMA #1 | |
| Common Stock | holding | — | — | — | 63,166 | I | By UTMA #2 |
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)F3 | $0.46 | holding | — | — | — | — | Mar 26, 2024 | Common Stock | 75,361 | 75,361 | D |
| Stock Option (Right to Buy)F4 | $0.60 | holding | — | — | — | — | Apr 15, 2025 | Common Stock | 982,887 | 982,887 | D |
| Stock Option (Right to Buy)F5 | $0.4999 | holding | — | — | — | — | Dec 20, 2027 | Common Stock | 837,125 | 837,125 | D |
| 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 |
| Common Stock Warrants (Right to Buy) | $0.30 | holding | — | — | — | Mar 17, 2017 | Mar 17, 2022 | Common Stock | 41,666 | 41,666 | I |
| Common Stock Warrants (Right to Buy) | $0.30 | holding | — | — | — | Mar 17, 2017 | Mar 17, 2022 | Common Stock | 41,666 | 41,666 | I |
Explanation of responses
- F1On December 14, 2018, the Company granted 108,296 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.
- F2The 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.
- F3Fully exercisable.
- F4On 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. The Company achieved the $3,000,000 annual revenue milestone in fiscal year 2017 and options to purchase 218,419 shares vested on 2/1/18.
- F5On 12/20/17, the Reporting Person was granted an option to purchase 837,125 shares of common stock of the Company. 25% of the shares subject to the option (relating to a total of 209,282 shares) vest on 12/20/18 and the remaining 75% of the shares subject to the option (relating to a total of 627,843 shares) vest quarterly in 12 equal amounts, commencing on 3/20/19.