SEC Form 4 · accession 0001654954-18-011239
CorMedix Inc. · CRMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Gary A. Gelbfish
Director
Period of report
Oct 12, 2018
Accepted (ET)
Oct 16, 2018 · 5:07 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 | Oct 12, 2018 | M | 1,000,000 | $1.05 | A | 3,101,121 | D | |
| Common Stock | Oct 12, 2018 | F | 468,750 | $2.24 | D | 2,632,371 | D | |
| Common StockF1 | holding | — | — | — | 14,000 | I | Landmark Foundation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Common Stock WarrantF2 | $1.05 | Oct 12, 2018 | M | 1,000,000 | D | — | — | Common Stock, $0.001 par value per share | 1,000,000 | 0 | D |
| Series A Common Stock WarrantF3 | $0.75 | Sep 10, 2018 | J | 1,000,000 | D | — | — | Common Stock, $0.001 par value per share | 1,000,000 | 0 | D |
| Stock Option (Right to Buy Common Stock)F4 | $0.57 | holding | — | — | — | — | Feb 16, 2028 | Common Stock, $0.001 par value per share | 40,000 | 40,000 | D |
| Restricted Stock UnitsF5 | — | holding | — | — | — | — | — | Common Stock, $0.001 par value per share | 10,000 | 10,000 | D |
| Stock Option (Right to Buy Common Stock)F6 | $0.37 | holding | — | — | — | — | Aug 3, 2027 | Common Stock, $0.001 par value per share | 75,000 | 75,000 | D |
| Series C-3 Non-Voting Convertible Preferred StockF7 | — | holding | — | — | — | Jan 8, 2014 | — | Common Stock, $0.001 par value per share | 500,000 | 500,000 | D |
| Warrant (Right to Purchase Common Stock) | $0.90 | holding | — | — | — | Jan 8, 2015 | Jan 1, 2020 | Common Stock, $0.001 par value per share | 250,000 | 250,000 | D |
Explanation of responses
- F1Held by Landmark Foundation, of which Dr. Gelbfish and his wife are trustees.
- F2The Series B Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of five years from the Initial Exercise Date.
- F3The Series A Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant was exercisable for a period of thirteen months from the Initial Exercise Date and expired unexercised on September 10, 2018..
- F4These options were granted on 2/16/2018. The options vest in full on the first anniversary of the date of grant, subject to continued service on the board.
- F5These Restricted Stock Units were granted on 2/16/2018. Each restricted stock unit represents the right to receive one share of CorMedix Inc. common stock. The restricted stock units vest in full on the first anniversary of the date of grant, subject to continued service on the board.
- F6These options vest as follows: 1/3 on August 3, 2017, an additional 1/3 on August 3, 2018, and the remaining 1/3 on August 3, 2019.
- F7The conversion ratio is equal to the stated value of $10.00 divided by the conversion price of $1.00. The Series C-3 Non-Voting Convertible Preferred Stock is perpetual.