0001179110-14-003070.txt : 20140219 0001179110-14-003070.hdr.sgml : 20140219 20140219164311 ACCESSION NUMBER: 0001179110-14-003070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140214 FILED AS OF DATE: 20140219 DATE AS OF CHANGE: 20140219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NephroGenex, Inc. CENTRAL INDEX KEY: 0001338095 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 79 T.W. ALEXANDER DRIVE STREET 2: 4401 RESEARCH COMMONS BLDG., SUITE 290 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: (609) 986-1780 MAIL ADDRESS: STREET 1: 79 T.W. ALEXANDER DRIVE STREET 2: 4401 RESEARCH COMMONS BLDG., SUITE 290 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 FORMER COMPANY: FORMER CONFORMED NAME: NephroGenex Inc DATE OF NAME CHANGE: 20050907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LESCHLY MARK CENTRAL INDEX KEY: 0001120545 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36303 FILM NUMBER: 14626176 MAIL ADDRESS: STREET 1: RHO CAPITAL PARTNERS, INC. STREET 2: 152 W 57TH ST 23RD FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAIROUZ HABIB CENTRAL INDEX KEY: 0001082907 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36303 FILM NUMBER: 14626177 MAIL ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rho Capital Partners LLC CENTRAL INDEX KEY: 0001325385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36303 FILM NUMBER: 14626178 BUSINESS ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rho Ventures V Affiliates, LLC CENTRAL INDEX KEY: 0001325379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36303 FILM NUMBER: 14626180 BUSINESS ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rho Ventures V, L.P. CENTRAL INDEX KEY: 0001325383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36303 FILM NUMBER: 14626181 BUSINESS ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUCH JOSHUA CENTRAL INDEX KEY: 0000943431 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36303 FILM NUMBER: 14626175 MAIL ADDRESS: STREET 1: 4 DUNE ROAD CITY: EAST QUOGUE STATE: NY ZIP: 11942 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RMV V, L.L.C. CENTRAL INDEX KEY: 0001325380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36303 FILM NUMBER: 14626179 BUSINESS ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Rho Management Ventures V, L.L.C. DATE OF NAME CHANGE: 20050428 4 1 edgar.xml FORM 4 - X0306 4 2014-02-14 0 0001338095 NephroGenex, Inc. NRX 0001325383 Rho Ventures V, L.P. 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 1 0 1 0 0001325379 Rho Ventures V Affiliates, LLC 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 1 0 1 0 0001325380 RMV V, L.L.C. 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 1 0 1 0 0001325385 Rho Capital Partners LLC 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 1 0 1 0 0001082907 KAIROUZ HABIB 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 1 0 1 0 0001120545 LESCHLY MARK 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 1 0 1 0 0000943431 RUCH JOSHUA 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 1 0 1 0 Common Stock 2014-02-14 4 C 0 942455 A 942455 I See Footnote Common Stock 2014-02-14 4 C 0 203374 A 1145829 I See Footnote Common Stock 2014-02-14 4 A 0 180997 A 1326826 I See Footnote Series A Preferred Stock 2014-02-14 4 C 0 5631531 D Common Stock 866388 0 I See Footnote Series A Preferred Stock 2014-02-14 4 C 0 494447 D Common Stock 76067 0 I See Footnote Convertible Promissory Notes 2014-02-14 4 C 0 1215268 D Series A Preferred Stock 1215268 0 I See Footnote Convertible Promissory Notes 2014-02-14 4 C 0 106697 D Series A Preferred Stock 106697 0 I See Footnote Series A Preferred Stock 2014-02-14 4 C 0 1215268 A Common Stock 186961 1215268 I See Footnote Series A Preferred Stock 2014-02-14 4 C 0 106697 A Common Stock 16413 106697 I See Footnote Series A Preferred Stock 2014-02-14 4 C 0 1215268 D Common Stock 186961 0 I See Footnote Series A Preferred Stock 2014-02-14 4 C 0 106697 D Common Stock 16413 0 I See Footnote The Series A Preferred Stock held by Rho Ventures V, L.P. ("RV V") and Rho Ventures V Affiliates, L.L.C. ("RV V Affiliates") automatically converted on a 1-for-6.5 basis into shares of common stock upon the closing of the issuer's initial public offering ("IPO"). The Series A Preferred Stock has no expiration date. Consists of 866,388 shares held by RV V and 76,067 shares held by RV V Affiliates. Consists of 186,961 shares held by RV V and 16,413 shares held by RV V Affiliates. RV V and RV V Affiliates, together with certain other investors (collectively, the "Investors"), entered into an Omnibus Agreement and Consent with the Issuer pursuant to which the Investors agreed to cancel certain contingent rights held by the Investors to purchase additional shares of the issuer's Series A preferred stock in the future at the original Series A preferred stock price. Pursuant to this agreement, an aggregate of 593,590 shares of the Issuer's common stock were issued to the Investors concurrently with the completion of the IPO, in return for cancelling such contingent rights, of which RV V received 166,389 shares of common stock and RV V Affiliates received 14,608 shares of common stock. The transactions contemplated by the Omnibus Agreement and Consent were approved by the issuer's board of directors for purposes of the exemption afforded by Rule 16b-3 promulgated under the Securities Exchange Act of 1934. Owned directly by RV V. Owned directly by RV V Affiliates. The aggregate principal amount plus accrued interest on the Convertible Promissory Notes held by RV V and RV V Affiliates automatically converted upon the closing of the IPO into shares of Series A Preferred Stock at $1.11083 per share (1,215,268 and 106,697 shares of Series A Preferred Stock, respectively). In addition, the Series A Preferred Stock received upon conversion of the Convertible Promissory Notes automatically converted on a 1-for-6.5 basis into shares of common stock upon the closing of the IPO. The maturity date on the Convertible Promissory Notes was April 1, 2014. RMV V, L.L.C. ("RMV") is the general partner of RV V, and the managing member of RV V Affiliates, and Rho Capital Partners LLC ("RCP") is the managing member of RMV. Mark Leschly, Habib Kairouz and Joshua Ruch are managing members of RCP and exercise shared voting and investment power with respect to the shares owned by RV V and RV V Affiliates. Each of the reporting persons disclaims beneficial ownership of the securities owned by RV V and RV V Affiliates, except to the extent of his or its respective pecuniary interest therein. Martin Vogelbaum, a Partner of Rho Capital Partners, Inc., an affiliate of RCP, serves as a representative of each of the reporting persons on the issuer's board of directors. /s/ Jeffrey I. Martin Atty In Fact 2014-02-19 /s Jeffrey I. Martin Attorney in fact 2014-02-19 /s/ Jeffrey I. Martin Attorney In Fact 2014-02-19 s/ Jeffrey I. Martin Atty In Fact 2014-02-19 /s/ Jeffrey Martin 2014-02-19 / s/ Jeffrey I. Martin, Attorney in fact 2014-02-19 s/ Jeffrey I. Martin Attorney-In-Fact 2014-02-19