4//SEC Filing
NephroGenex, Inc. 4
Accession 0001571049-14-000510
CIK 0001338095operating
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 4:16 PM ET
Size
23.1 KB
Accession
0001571049-14-000510
Insider Transaction Report
Form 4
Markham Richard J
Director10% Owner
Transactions
- Conversion
8% Convertible Promissory Note
2014-02-14→ 0 total(indirect: See footnote)Exp: 2014-04-01→ Series A Preferred Stock (5,785,962 underlying) - Conversion
Series A Preferred Stock
2014-02-14−5,785,962→ 0 total(indirect: See footnote)→ Common Stock (890,140 underlying) - Conversion
Common Stock
2014-02-14+890,140→ 3,038,505 total(indirect: See footnote) - Purchase
Common Stock
2014-02-14$12.00/sh+790,000$9,480,000→ 4,241,097 total(indirect: See footnote) - Conversion
Series A Preferred Stock
2014-02-14−13,964,398→ 0 total(indirect: See footnote)→ Common Stock (2,148,365 underlying) - Conversion
Series A Preferred Stock
2014-02-14+5,785,962→ 5,785,962 total(indirect: See footnote)→ Common Stock (890,140 underlying) - Conversion
Common Stock
2014-02-14+2,148,365→ 2,148,365 total(indirect: See footnote) - Award
Common Stock
2014-02-14+412,592→ 3,451,097 total(indirect: See footnote)
Footnotes (9)
- [F1]The issuer's Series A Preferred Stock automatically converted into shares of Common Stock on a 1-for-6.5 basis upon the closing of the issuer's initial public offering and had no expiration date.
- [F2]Consists of 2,113,077 shares held by Care Capital Investments III LP and 35,288 shares held by Care Capital Offshore Investments III L.P.
- [F3]Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP (collectively, "Care Capital") and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. The reporting person, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by Care Capital. The reporting person is a managing member of Care Capital III LLC, and serves as a representative of Care Capital on the issuer's board of directors. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F4]Consists of 875,523 shares held by Care Capital Investments III LP and 14,617 shares held by Care Capital Offshore Investments III L.P.
- [F5]Care Capital Investments III LP and Care Capital Offshore Investments III LP, 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 Care Capital Investments III LP received 405,815 shares of Common Stock and Care Capital Offshore Investments III LP received 6,777 shares of Common Stock.
- [F6]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.
- [F7]Consists of 777,024 shares held by Care Capital Investments III LP and 12,976 shares held by Care Capital Offshore Investments III L.P.
- [F8]The issuer's 8% Convertible Promissory Notes (the "Notes") automatically converted into a number of shares of Series A Preferred Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the Notes divided by $1.11083. Such shares of Series A Preferred Stock then automatically converted into shares of Common Stock on a 1-for-6.5 basis upon the closing of the issuer's initial public offering.
- [F9]Consists of $6,321,656 of Notes convertible into 5,690,925 shares of Series A Preferred Stock held by Care Capital Investments III, LP and $105,575 of Notes convertible into 95,037 shares of Series A Preferred Stock held by Care Capital Offshore Investments III, L.P.
Documents
Issuer
NephroGenex, Inc.
CIK 0001338095
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001338095
Filing Metadata
- Form type
- 4
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 4:16 PM ET
- Size
- 23.1 KB