Gary A. Gelbfish Form 4 CorMedix / Gary A. Gelbfish ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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.

1430 U.S. HIGHWAY 206, SUITE 200

(Street)

BEDMINSTER NJ 07921

(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)
02/16/2018

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								2,101,121	D
Common Stock								14,000(1)	I	Landmark Foundation(1)

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 Common Stock)	$0.57	02/16/2018	02/16/2018	A		40,000		(2)	02/16/2028	Common Stock	40,000	$0	40,000	D
Restricted Stock Units	(3)	02/16/2018	02/16/2018	A		10,000		(3)	(3)	Common Stock	10,000	$0	10,000	D
Stock Option (Right to Buy Common Stock)	$0.37							(4)	08/03/2027	Common Stock, $0.001 par value per share	75,000		75,000	D
Series C-3 Non-Voting Convertible Preferred Stock	(5)							01/08/2014	(5)	Common Stock, $0.001 par value per share	500,000		50,000	D
Warrant (Right to Purchase Common Stock)	$0.9							01/08/2015	01/08/2020	Common Stock, $0.001 par value per share	250,000		250,000	D
Series A Common Stock Warrant(6)	$0.75							(6)	(6)	Common Stock, $0.001 par value per share	1,000,000		1,000,000	D
Series B Common Stock Warrant(7)	$1.05							(7)	(7)	Common Stock, $0.001 par value per share	1,000,000		1,000,000	D

Explanation of Responses:

1. Held by Landmark Foundation, of which Dr. Gelbfish and his wife are trustees.

2. These options vest in full on the first anniversary of the date of grant, subject to continued service on the board.

3. Each restricted stock unit represents the right to receive one share of CorMedix Inc. common stock. The restricted stock vests in full on the first anniversary of the date of grant, subject to continued service on the board.

4. These options vest as follows: 1/3 on August 3, 2017, an additional 1/3 on August 3, 2018, and the remaining 1/3 on August 3, 2019.

5. The conversion ratio is equal to the stated value of $10.00 divided by the conversion price of $1.00. The Series C-3 Non-Voting Convertible Preferred Stock is perpetual.

6. The Series A Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of thirteen months from the Initial Exercise Date.

7. The Series B Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of five years from the Initial Exercise Date.

	/s/ Alexander M. Donaldson, by Power of Attorney	02/20/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.