Edgar Filing: GERMAIN MARK

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GERMAIN MARK

2. Issuer Name and Ticker or Trading Symbol
ChromaDex Corp. [CDXC.OB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

10005 MUIRLANDS BLVD, SUITE G

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2012

(Street)

IRVINE, CA 92618

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options (right to buy)

$ 1.5

12/21/2012

D⁽¹⁾

30,000

12/21/2008⁽²⁾

12/21/2017

Common Stock

30,000

$ 0

1,046,700

Employee Stock Options (right to buy)

$ 1.5

12/21/2012

D⁽¹⁾

250,000

04/21/2009⁽³⁾

04/21/2018

Common Stock

250,000

$ 0

796,700

Employee Stock Options (right to buy)

$ 1.545

12/21/2012

D⁽¹⁾

282,100

05/20/2011⁽⁴⁾

05/20/2020

Common Stock

282,100

$ 0

514,600

Employee Stock Options (right to buy)

$ 1.545

12/21/2012

D⁽¹⁾

282,100

05/20/2011⁽⁵⁾

05/20/2020

Common Stock

282,100

$ 0

232,500

Employee Stock Options (right to buy)

$ 1.545

12/21/2012

D⁽¹⁾

67,500

06/20/2010⁽⁶⁾

05/20/2020

Common Stock

67,500

$ 0

165,000

Employee Stock Options (right to buy)

$ 1.54

12/21/2012

D⁽¹⁾

67,500

06/10/2011⁽⁷⁾

05/10/2021

Common Stock

67,500

$ 0

97,500

Employee Stock Options (right to buy)

$ 0.945

12/21/2012

A⁽⁸⁾

586,024

10/15/2012⁽⁹⁾

09/15/2022

Common Stock

586,024

$ 0

683,524 ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GERMAIN MARK 10005 MUIRLANDS BLVD SUITE G IRVINE, CA 92618

Signatures

/s/ Mark Germain		12/26/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These previously awarded options have been terminated in exchange of a new award of options under different terms.
(2)	Options vested 1/5th every year for 5 years and have been fully vested as of December 21, 2012.
(3)	1/4th of options vested on April 21, 2009 and 1/48th of options vested monthly thereafter. The options have been fully vested as of April 21, 2012.
(4)	Options vest 50% over two years beginning on May 20, 2011.
(5)	Options vest 50% over two years beginning on May 20, 2011; provided further that, these options are only exercisable based on the percentage of warrants exercised as of such vesting date that were issued under that certian Subscription Agreement, dated as of April 22, 2010, between the Issuer and the subscribers named therein. Specifically, if 25% to 49.9% of such warrant have been exercised, then 25% of these options are exercisable; if 50% to 74.9% of such warrant have been exercised, then 50% of these options are exercisable; and if 75% or more of such warrants have been exercised, then 100% of these options are exercisable.
(6)	Options vested 1/12th every month for 12 months and have been fully vested as of May 20, 2011.
(7)	Options vested 1/12th every month for 12 months and have been fully vested as of May 10, 2012.
(8)	These new options are awarded by terminating the previously awarded options under different terms.
(9)	Options vest 1/12th every month for 12 months and will be fully vested on September 15, 2013.
(10)	The total includes 97,500 options under different terms.

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