SEC FORM 4

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

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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^*

Evans Daron

(Last)

(First)

(Middle)

C/O NEPHROS, INC.

380 LACKAWANNA PLACE

(Street)

SOUTH ORANGE

07079

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEPHROS INC [ NEPH ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2019		P		1,000	A	$8.35	119,933	D
Common Stock								8,185	I	By UTMA #1
Common Stock								7,907	I	By UTMA #2
Common Stock								888	I	By UTMA #3
Common Stock								888	I	By UTMA #4
Common Stock								6,111	I	By PoC Capital, LLC⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$4.14							⁽²⁾	03/26/2024	Common Stock	8,374		8,374	D
Stock Option (Right to Buy)	$5.4							⁽³⁾	04/15/2025	Common Stock	145,614		145,614	D
Stock Option (Right to Buy)	$4.5							⁽⁴⁾	12/20/2027	Common Stock	93,014		93,014	D
Common Stock Warrants (Right to Buy)	$2.7							06/03/2016	06/03/2021	Common Stock	1,112		1,112	I	By UTMA #1
Common Stock Warrants (Right to Buy)	$2.7							06/03/2016	06/03/2021	Common Stock	1,112		1,112	I	By UTMA #2
Common Stock Warrants (Right to Buy)	$2.7							03/17/2017	03/17/2022	Common Stock	4,630		4,630	I	By UTMA #1
Common Stock Warrants (Right to Buy)	$2.7							03/17/2017	03/17/2022	Common Stock	4,630		4,630	I	By UTMA #2

Explanation of Responses:

1. The Reporting Person is a managing director of the LLC that owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. Fully exercisable.

3. On 4/15/15, the Reporting Person was granted an option to purchase up to 242,690 shares of common stock of the Company. Options to purchase 84,941 shares vest quarterly in 16 equal amounts commencing on 6/30/15; options to purchase 36,404 shares vested upon the approval of the listing of the Company's common stock on the Nasdaq Stock Market; and options to purchase 121,345 shares will vest, if ever, upon the Company's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/15 between the Reporting Person and the Company. The Company achieved the $3,000,000 annual revenue milestone in fiscal year 2017 and options to purchase 24,269 shares vested on 2/1/18.

4. On 12/20/17, the Reporting Person was granted an option to purchase 93,014 shares of common stock of the Company. Options to purchase 23,253 shares vested on 12/20/18 and options to purchase 69,761 shares vest quarterly in 12 equal amounts commencing on 3/20/19.

Remarks:

	/s/ Daron Evans	11/18/2019
	** 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.