SEC Form 4 · accession 0001144204-15-005355

CorMedix Inc. · CRMD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Randy Milby

Officer — Chief Executive Officer · Director

Period of report

Dec 31, 2014

Accepted (ET)

Feb 2, 2015 · 4:37 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001410098

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.001 par value per share	Jan 30, 2015	P	2,016	$3.10	A	48,314	D
Common Stock, $0.001 par value per share^F2	holding	—	—		—	196,243	I	MW Bridges LLC

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	$2.02	holding	—	—	—	—	Jan 9, 2024	Common Stock, $0.001 par value per share	100,000	100,000	D
Series C-3 Non-Voting Convertible Preferred Stock^F4	$1.00	holding	—	—	—	—	—	Common Stock, $0.001 par value per share	237,000	23,700	D
Warrant (right to purchase Common Stock)^F4	$1.25	holding	—	—	—	Jan 8, 2015	Jan 8, 2020	Common Stock, $0.001 par value per share	118,500	118,500	D
Series C-3 Non-Voting Convertible Preferred Stock^F5,F2	$1.00	holding	—	—	—	—	—	Common Stock, $0.001 par value per share	13,000	1,300	I
Warrant (right to purchase Common Stock)^F5,F2	$1.25	holding	—	—	—	Jan 8, 2015	Jan 8, 2020	Common Stock, $0.001 par value per share	6,500	6,500	I
Stock Option (right to buy)^F6	$0.90	holding	—	—	—	—	Mar 20, 2023	Common Stock, $0.001 par value per share	500,000	500,000	D
Stock Option (right to buy)^F7	$0.68	holding	—	—	—	—	Dec 5, 2022	Common Stock, $0.001 par value per share	100,000	100,000	D
Stock Option (right to buy)^F2,F8	$0.29	holding	—	—	—	—	May 14, 2022	Common Stock, $0.001 par value per share	50,000	50,000	I
Warrant (right to purchase Common Stock)^F2	$0.40	holding	—	—	—	Sep 20, 2012	Sep 20, 2017	Common Stock, $0.001 par value per share	62,500	62,500	I

Explanation of responses

F1This purchase of newly issued shares was pursuant to an automatic payroll deduction arrangement with the reporting person.
F2The reporting person beneficially owns these securities through his ownership interest in MW Bridges LLC (an entity through which he has voting and investment control).
F3The option vested 100% on January 10, 2014.
F4On January 8, 2014, the reporting person acquired in a private placement (i) 23,700 shares of the Company's Series C-3 Non-Voting Convertible Prefered Stock, each share is convertible into 10 shares of the Common Stock, $0.001 par value per share at a conversion price of $1.00 per share; and (ii) a five-year warrant to purchase Common Stock at an exercise price of $1.25 per share. The Series C-3 Preferred Stock and the warrants were purchased together at a purchase price of $10.00 per share for each share of Series C-3 Preferred Stock.
F5On January 8, 2014, the reporting person, through his ownership in MW Bridges LLC (an entity through which he has voting and investment control), acquired in a private placement (i) 1,300 shares of the Company's Series C-3 Non-Voting Convertible Preferred Stock, each share is convertible into 10 shares of the Common Stock, $0.001 par value per share at a conversion price of $1.00 per share; and (ii) a five-year warrant to purchase Common Stock at an exercise price of $1.25 per share. The Series C-3 Preferred Stock and the warrants were purchased together at a purchase price of $10.00 per share for each share of Series C-3 Preferred Stock.
F6These options vest based on performance milestones running through December 31, 2014.
F7These options vested as follows: (a) fifty percent (50%) on the date of issuance of the CE Mark certification for Neutrolin in Europe, which occurred on July 5, 2013, and (b) fifty percent (50%) on December 31, 2013.
F8These options vested 100% upon receipt of CE Mark approval for the Company's Neutrolin product candidate on July 5, 2013.