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