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Filing Details

Accession Number:: 0001571049-14-000511
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-19 16:17:12
Reporting Period:: 2014-02-14

Filing Date:: 2014-02-19
Accepted Time:: 2014-02-19 16:17:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1338095	Nephrogenex Inc.	NRX	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1597198	R. Robert Seltzer	C/O Nephrogenex, Inc. 79 T.w. Alexander Drive Research Triangle Park NC 27709		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-02-14	2,148,365	$0.00	2,148,365	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-02-14	890,140	$0.00	3,038,505	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-02-14	412,592	$0.00	3,451,097	No	4	A	Indirect	See footnote
Common Stock	Acquisiton	2014-02-14	790,000	$12.00	4,241,097	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	A	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2014-02-14	13,964,398	$0.00	2,148,365	$0.00
Series A Preferred Stock	8% Convertible Promissory Note	Disposition	2014-02-14	0	$0.00	5,785,962	$0.00
Common Stock	Series A Preferred Stock	Acquisiton	2014-02-14	5,785,962	$0.00	890,140	$0.00
Common Stock	Series A Preferred Stock	Disposition	2014-02-14	5,785,962	$0.00	890,140	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0	2014-04-01	No	4	C	Indirect
5,785,962		No	4	C	Indirect
0		No	4	C	Indirect

Footnotes

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.
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.
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. Richard Markham, 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 the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The reporting person is a 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 the shares held by Care Capital, except to the extent of his pecuniary interest therein.
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.
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.
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.
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.
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.
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.