Sec Form 4 Filing - Fried Robert N @ ChromaDex Corp. - 2017-03-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fried Robert N
2. Issuer Name and Ticker or Trading Symbol
ChromaDex Corp. [ CDXC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
PRESIDENT, CHIEF STRATEGY OFF.
(Last) (First) (Middle)
10005 MUIRLANDS BLVD SUITE G
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2017
(Street)
IRVINE, CA92618
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/12/2017 A 339,595 A $ 2.72 ( 1 ) 406,574 D
Common Stock 03/12/2017 A 166,667 ( 2 ) A $ 0 573,241 D
Common Stock 12,744 ( 3 ) I See Footnote 3
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee Stock Options (right to buy) $ 2.715 03/12/2017 A( 4 ) 500,000 04/12/2017( 5 ) 03/12/2027 Common Stock 500,000 $ 0 500,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fried Robert N
10005 MUIRLANDS BLVD SUITE G
IRVINE, CA92618
X PRESIDENT, CHIEF STRATEGY OFF.
Signatures
/s/ Robert Fried 03/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for the membership interests of Healthspan Research, LLC ("Healthspan") previously owned by the Reporting Person, valued at $923,697.41, in connection with the acquisition of the outstanding membership interests of Healthspan by ChromaDex Corporation (the "Company") (the "Acquisition"). The number of shares received by the Reporting Person was calculated using the closing bid price per share of the Company's common stock on the NASDAQ Capital Market on the last trading day before the effective date of the Acquisition, rounded up to the nearest share. The closing bid price of the Company's common stock on March 10, 2017, rounded up to the nearest share, was $2.72 per share.
( 2 )These are shares of restricted stock and were awarded pursuant to his employment with the issuer as President and Chief Strategy Officer. 1/3rd will vest on March 12, 2018, 1/3rd will vest on March 12, 2019 and 1/3rd will vest on March 12, 2020.
( 3 )6,744 shares held by Jeremy Fried and 6,000 shares held by Benjamin Fried, who are both sons of Robert Fried.
( 4 )The options were awarded pursuant to his employment with the issuer as President and Chief Strategy Officer.
( 5 )Options vest in equal monthly installments over three years.

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).
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