SEC Form 4 · accession 0001144204-15-012261
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
Feb 24, 2015
Accepted (ET)
Feb 26, 2015 · 4:24 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 shareF1 | holding | — | — | — | 50,225 | D | ||
| Common Stock, $0.001 par value per shareF2 | 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)F9 | $5.00 | Feb 24, 2015 | A | 75,000 | A | — | Feb 24, 2025 | Common Stock, $0.001 par value per share | 75,000 | 75,000 | D |
| 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 StockF4 | $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 StockF5,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.
- F9These options were granted on February 24, 2015, and vested immediately.