Sec Form 4 Filing - Duffy Matthew @ CorMedix Inc. - 2016-06-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Duffy Matthew 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) (Last) (First) (Middle) C/O CORMEDIX INC., 745 ROUTE 202-206, SUITE 303 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2016 (Street) BRIDGEWATER, NJ08807 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, $0.001 par value per share 06/03/2016 S 46,106 D $ 2.733 ( 1 ) 28,571 D

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 Stock Option (right to buy) $ 2.02 ( 2 ) 01/09/2024 Common Stock, $0.001 par value per share 150,000 150,000 D Stock Option (right to buy) $ 2.02 ( 3 ) 01/09/2024 Common Stock, $0.001 par value per share 30,000 30,000 D Stock Option (right to buy) $ 0.9 ( 4 ) 03/20/2023 Common Stock, $0.001 par value per share 100,000 100,000 D Stock Option (right to buy) $ 0.68 ( 5 ) 12/05/2022 Common Stock, $0.001 par value per share 125,000 125,000 D Stock Option (right to buy) $ 0.29 ( 3 ) 01/06/2022 Common Stock, $0.001 par value per share 5,000 5,000 ( 3 ) D Stock Option (right to buy) $ 0.28 ( 6 ) 11/21/2021 Common Stock, $0.001 par value per share 15,000 15,000 ( 6 ) D Stock Option (right to buy) $ 5.62 ( 3 ) 03/01/2025 Common Stock, $0.001 par value per share 50,000 50,000 D Phantom Stock $ 0 ( 7 ) ( 7 ) ( 7 ) Common Stock, $0.001 par value per share 594 594 D Stock Option (right to buy) $ 1.91 ( 3 ) 02/21/2026 Common Stock, $0.001 par value per share 75,000 75,000 D Phantom Stock $ 0 ( 7 ) ( 7 ) ( 7 ) Common Stock, $0.001 par value per share 1,653 1,653 D Phantom Stock $ 0 ( 7 ) ( 7 ) ( 7 ) Common Stock, $0.001 par value per share 1,153 1,153 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Duffy Matthew C/O CORMEDIX INC. 745 ROUTE 202-206, SUITE 303 BRIDGEWATER, NJ08807 X Signatures Alexander M. Donaldson, with a Power of Attorney for Matthew P. Duffy 06/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.67 to $2.77, inclusive. ( 2 )These options vested 100% on January 10, 2014. ( 3 )These options vest in full on the first anniversary of the date of grant. ( 4 )These options vest quarterly over two years. ( 5 )These options vest as follows: (a) fifty percent (50%) on the date of issuance of the CE Mark certification for Neutrolin in Europe, which occurred on July 5, 2013, and (b) fifty percent (50%) on December 31, 2013. ( 6 )The options vest ratably, one-third of which will vest on each of the grant date, the first anniversary and the second anniversary thereof. ( 7 )Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable in common stock on the tenth business day of January of the year following the reporting person's termination of service as a directo

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.