SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gelbfish Gary A.

(Last) (First) (Middle)
C/O CORMEDIX INC.
745 ROUTE 202-206, SUITE 303

(Street)
BRIDGEWATER NJ US 08807

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CorMedix Inc. [ CRMD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value per share 474,382(1) D
Common Stock, $0.001 par value per share 70,872(2) I Landmark Foundation(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $2.02 01/10/2014 A 200,000 (3) 01/09/2024 Common Stock, $0.01 par value per share 200,000 $2.02 175,000 D
Stock Option (right to buy) $2.02 01/10/2014 A 30,000 (4) 01/09/2024 Common Stock, $0.001 par value per share 30,000 $2.02 30,000 D
Series C-3 Non-Voting Convertible Preferred Stock(5) $1 (5) (5) Common Stock, $0.01 par value per share 300,000 30,000 D
Warrant (right to purchase Comm Stock)(5) $1.25 01/08/2015(5) 01/08/2020(5) Common Stock, $0.001 par value per share 150,000 150,000 D
Series C-3 Non-Voting Convertible Preferred Stock(6) $1 (6) (6) Common Stock, $0.001 par value per share 200,000 20,000 I(6) Shares are held by Gary Gelbfish IRA, Nathaniel Shapiro Trustee(6)
Warrant (right to purchase Common Stock)(6) $1.25 01/08/2015(6) 01/08/2020(6) Common Stock, $0.001 par value per share 100,000 100,000 I(6) Shares are held by Gary Gelbfish IRA, Nathaniel Shapiro Trustee(6)
Stock Option (right to buy) $0.9 (7) 03/20/2023 Common Stock, $0.001 par value per share 50,000 50,000 D
Stock Option (right to buy) $0.68 (8) 12/05/2022 Common Stock, $0.001 par value per share 70,000 70,000 D
Warrant (right to purchase Common Stock)(9) $0.4 09/20/2012 09/20/2017 Common Stock, $0.00 par value per share 250,000 250,000 D
Stock Option (right to buy) $0.29 (4) 01/06/2022 Common Stock, $0.001 par value per share 30,000 30,000 D
Stock Option (right to buy) $2.1 (10) 01/14/2021 Common Stock, $0.001 par value per share 30,000 30,000 D
Stock Option (right to buy) $3.125 (11) 03/30/2020 Common Stock, $0.001 par value per share 20,000 20,000 D
8% Noteholder Warrants(12) $3.4375 (12) 10/29/2016 Common Stock, $0.001 par value per share 67,200 67,200 D(13)
8% Noteholder Warrants(12) $3.4375 (12) 10/29/2016 Common Stock, $0.001 par value per share 28,800 28,800 I(2) Landmark Charity Foundation(2)
Explanation of Responses:
1. Includes (i) 94,496 shares of our common stock held jointly by Dr. Gelbfish and his wife, and (ii) 70,872 shares of our common stock held by Dr. Gelbfish as custodian for certain of his children.
2. Held by Landmark Foundation, of which Dr. Gelbfish and his wife are trustees.
3. The options vested 100% on January 10, 2014.
4. The options vest in full on the first anniversary of the date of grant.
5. On January 8, 2014, the reporting person acquired in a private placement (i) 30,000 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 Series C-3 Preferred Stock and the warrants were purchased together at a price of $10.00 per share for each share of Series C-3 Preferred Stock.
6. On January 8, 2014, the reporting person through his ownership of his IRA account, acquired in a private placement (i) 20,000 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 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.
7. These options vest quarterly over two years beginning June 30, 2013.
8. These options vest as follows: (a) fifty percent (50%) on the date of the issuance of the CE Mark certification for Neutrolin in Europe, which occurred on July 5, 2013, and (50%) on December 31, 2013.
9. On September 20, 2012, the reporting person acquired in a private placement $100,000 of (i) 9% Senior Convertible Notes, convertible into shares of the Company's Common Stock, $0.001 par value per share, at a conversion price of $0.35 per share, which were converted on September 20, 2013; and (ii) a five-year redeemable warrant to purchase common stock at an exercise price of $0.40 per share.
10. These options vested on January 14, 2012.
11. These options vest as follows: 1/3 on March 30, 2010, an additional 1/3 on March 30, 2011, and the remaining 1/3 on March 30, 2012.
12. These warrants became exercisable upon the consummation of the Company's initial public offering.
13. Includes 8% Noteholder Warrants held by Dr. Gelbfish and his wife jointly, that are exercisable for 38,400 shares of common stock, and 8% Noteholder Warrants held by Dr. Gelbfish as custodian for certain of his children that are exercisable for 28,800 shares of common stock.
Alexander M. Donaldson, with a Power of Attorney for Gary A. Gelbfish 01/14/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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