Form Type: 4

SEC EDGAR Link
Accession Number:0001144204-15-023553
Date:2015-04-15
Issuer: CORMEDIX INC. (CRMD)
Original Submission Date:

Reporting Person:

MILBY RANDY
C/O CORMEDIX INC.
745 ROUTE 202-206, SUITE 303 BRIDGEWATER, NJ US 08807

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, $0.001 PAR VALUE PER SHARE 2015-04-15 P 730 a $8.55 52,166 direct
COMMON STOCK, $0.001 PAR VALUE PER SHARE 2015-04-15 0 $0.00 196,243 f2 indirect f2
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 2.02 deemed execution date 0 ( ) 2024-01-09 common stock, $0.001 par value per share 100,000 $2.02 100,000 direct
SERIES C-3 NON-VOTING CONVERTIBLE PREFERRED STOCK 1.0 deemed execution date 0 ( ) common stock, $0.001 par value per share 237,000 $1.00 23,700 direct
WARRANT (RIGHT TO PURCHASE COMMON STOCK) 1.25 deemed execution date 0 ( ) 2015-01-08 2020-01-08 common stock, $0.001 par value per share 118,500 $1.25 118,500 direct
SERIES C-3 NON-VOTING CONVERTIBLE PREFERRED STOCK 1.0 deemed execution date 0 ( ) common stock, $0.001 par value per share 13,000 $1.00 1,300 indirect mw bridges llc
WARRANT (RIGHT TO PURCHASE COMMON STOCK) 1.25 deemed execution date 0 ( ) 2015-01-08 2020-01-08 common stock, $0.001 par value per share 6,500 $1.25 6,500 indirect mw bridges llc
STOCK OPTION (RIGHT TO BUY) 0.9 deemed execution date 0 ( ) 2023-03-20 common stock, $0.001 par value per share 437,500 $0.90 437,500 direct
STOCK OPTION (RIGHT TO BUY) 0.68 deemed execution date 0 ( ) 2022-12-05 common stock, $0.001 par value per share 100,000 $0.68 100,000 direct
STOCK OPTION (RIGHT TO BUY) 0.29 deemed execution date 0 ( ) 2022-05-14 common stock, $0.001 par value per share 50,000 $0.29 50,000 indirect mw bridges llc
WARRANT (RIGHT TO PURCHASE COMMON STOCK) 0.4 deemed execution date 0 ( ) 2012-09-20 2017-09-20 common stock, $0.001 par value per share 62,500 $0.40 62,500 indirect mw bridges llc
STOCK OPTION (RIGHT TO BUY) 5.0 deemed execution date 0 ( ) 2025-02-24 common stock, $0.001 par value per share 75,000 $5.00 75,000 direct
Footnotes
IDfootnote
f1 this purchase of newly issued shares was pursuant to an automatic payroll deduction arrangement with the reporting person.
f2 the reporting person beneficially owns these securities through his ownership interest in mw bridges llc (an entity through which he has voting and investment control).
f3 the option vested 100% on january 10, 2014.
f4 on 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.
f5 on 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.
f6 the original grant of 500,000 options were to vest based on performance milestones running through december 31, 2014, pursuant to which 62,500 were forfeited for failure to meet all of the vesting requirements
f7 these 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.
f8 these options vested 100% upon receipt of ce mark approval for the company's neutrolin product candidate on july 5, 2013.
f9 these options were granted on february 24, 2015, and vested immediately.
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