SEC Form 4 · accession 0001144204-15-034844
CorMedix Inc. · CRMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven W Lefkowitz
Director
Period of report
May 28, 2015
Accepted (ET)
Jun 1, 2015 · 4:26 pm EDT
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 shareF11 | May 28, 2015 | S | 10,000 | $6.1602 | D | 146,471 | D | |
| Common Stock, $0.001 par value per shareF12 | Jun 1, 2015 | S | 29,072 | $6.6558 | D | 117,399 | D | |
| Common Stock, $0.001 par value per shareF1 | holding | — | — | — | 174,741 | I | Wade Capital Corporation Money Purchase Plan | |
| Common Stock, $0.001 par value per shareF1 | holding | — | — | — | 10,000 | I | Reporting Person's Wife |
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)F2 | $2.02 | holding | — | — | — | — | Jan 9, 2024 | Common Stock, $0.001 par value per share | 200,000 | 200,000 | D |
| Stock Option (right to buy)F7 | $2.02 | holding | — | — | — | — | Jan 9, 2024 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D |
| Swries C-3 Non-Voting Convertible Preferred StockF3 | $1.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value per share | 45,000 | 4,500 | D |
| Warrant (right to purchase Common Stock)F4 | $0.90 | holding | — | — | — | Jan 8, 2015 | Jan 8, 2020 | Common Stock, $0.001 par value per share | 22,500 | 22,500 | D |
| Series C-3 Non-Voting Convertible Preferred StockF1,F4 | $1.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value per share | 30,000 | 3,000 | I |
| Warrant (right to purchase Common Stock)F1,F4 | $0.90 | holding | — | — | — | Jan 8, 2015 | Jan 8, 2020 | Common Stock, $0.001 par value per share | 15,000 | 15,000 | I |
| Warrant (right to purchase Common Stock)F10 | $3.4375 | holding | — | — | — | Aug 20, 2012 | Apr 30, 2015 | Common Stock, $0.001 par value per share | 5,000 | 0 | D |
| Stock Option (right to buy)F5 | $0.90 | holding | — | — | — | — | Mar 20, 2023 | Common Stock, $0.001 par value per share | 120,000 | 120,000 | D |
| Stock Option (right to buy)F6 | $0.68 | holding | — | — | — | — | Dec 5, 2022 | Common Stock, $0.001 par value per share | 150,000 | 150,000 | D |
| Stock Option (right to buy)F7 | $0.29 | holding | — | — | — | — | Jan 6, 2022 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D |
| Stock Option (right to buy)F8 | $1.10 | holding | — | — | — | — | Aug 11, 2021 | Common Stock, $0.001 par value per share | 30,000 | 30,000 | D |
| Warrant (right to purchase Common Stock)F9,F10 | $3.4375 | holding | — | — | — | — | Apr 30, 2015 | Common Stock, $0.001 par value per share | 19,536 | 0 | D |
| Warrant (right to purchase Common Stock)F9,F10 | $3.4375 | holding | — | — | — | — | Apr 30, 2015 | Common Stock, $0.001 par value per share | 7,900 | 0 | D |
| Stock Option (right to buy)F7 | $5.62 | holding | — | — | — | — | Mar 1, 2025 | Common Stock, $0.001 par value per share | 50,000 | 50,000 | D |
Explanation of responses
- F1The reporting person beneficially owns these securities through Wade Capital Corporation Money Purchase Plan (an entity for which he has voting and investment control).
- F10The expiration date was originally 3/24/2015 and was extended to 4/30/2015.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices $6.15 to $6.17, inclusive.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices $6.15 to $7.10, inclusive.
- F2The options vested 100% on January 10, 2014.
- F3On January 8, 2014, the reporting person acquired in a private placement (i) 4,500 shares of the Company's Series C-3 Non-Voting Convertible Preferred Stock, each share is convertible into 10 shares of 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.
- F4On January 8, 2014, the reporting person, through his ownership in Wade Capital Corporation Money Purchase Plan (an entity for which he has voting and investment control), acquired in a private placement (i) 3,000 shares of the Company's Series C-3 Non-Voting Convertible Preferred Stock, each share is convertible into 10 shares of 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 warrant exercise price was decreased from $1.25 per share to $0.90 per share effective September 15, 2014. 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.
- F5These options vest quarterly over two years beginning June 13, 2013.
- F6These options vested as follows: (a) fifty percent (50%) on the date of issuance of the CE Mark certification for Neutrolin in Europe, which occuured on July 5, 2013, and (b) fifty percent (50%) on December 31, 2013.
- F7The options vest in full on the first anniversary of the date of grant.
- F8The options vest ratably, one-third of which will vest on each of the grant date, the first anniversary and the second anniversary thereof.
- F9The warrants were issued as part of the Company's initial public offering in March 2010 and were exercisable beginning six months after the effective date of hte Company's registration statement related thereto.