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^*

Astor Andrew

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO/COO

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2019

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								59,210	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 (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)
Warrants (right to buy)	$2.7							03/17/2017	03/17/2022	Common Stock	14,815		14,815	D
Stock Option (right to buy)	$4.14	08/09/2019		A		12,880		⁽¹⁾	02/13/2027	Common Stock	12,880	$0	45,079	D
Stock Option (right to buy)	$2.64	08/09/2019		A		9,305		⁽²⁾	05/01/2027	Common Stock	9,305	$0	32,567	D
Stock Option (right to buy)	$4.5							⁽³⁾	12/20/2027	Common Stock	5,556		5,556	D
Stock Option (right to buy)	$5.85							⁽⁴⁾	12/19/2028	Common Stock	22,223		22,223	D

Explanation of Responses:

1. On 2/13/17, the Reporting Person was granted an option to purchase up to 64,399 shares of common stock of the Company. Options to purchase 8,049 shares vested on 2/13/18; options to purchase 24,150 shares vest quarterly in 12 equal amounts commencing on 5/13/18; options to purchase 12,880 shares vested upon approval of listing of the Company's common stock on the Nasdaq Stock Market; options to purchase 6,440 shares will vest, if ever, on 2/1 following the Company's first completed fiscal year in which annual revenue exceeds $6,000,000; and options to purchase 12,880 shares will vest, if ever, on 2/1 following the Company's first completed fiscal year in which annual revenue exceeds $10,000,000.

2. On 5/1/17, the Reporting Person was granted an option to purchase up to 46,525 shares of common stock of the Company. Options to purchase 5,815 shares vested on 5/1/18; options to purchase 17,447 shares vest quarterly in 12 equal amounts commencing on 7/1/18; options to purchase 4,655 shares will vest, if ever, on 2/1 following the Company's first completed fiscal year in which annual revenue exceeds $6,000,000; options to purchase 9,305 shares will vest, if ever, on 2/1 following the Company's first completed fiscal year in which annual revenue exceeds $10,000,000; and options to purchase 9,305 shares vested upon approval of listing of the Company's common stock on the Nasdaq Stock Market, New York Stock Exchange or such other national securities exchange approved by the Board.

3. On 12/20/17, the Reporting Person was granted an option to purchase 5,556 shares of common stock of the Company. Options to purchase 1,389 shares vested on 12/20/18 and options to purchase 4,167 shares vest quarterly in 12 equal amounts commencing on 3/20/19.

4. On 12/19/18, the Reporting Person was granted an option to purchase 22,223 shares of common stock of the Company. Options to purchase 5,555 shares vest on 12/19/19 and options to purchase 16,668 shares vest quarterly in 12 equal amounts commencing on 3/19/20.

Remarks:

On July 9, 2019, the Company completed a one-for-nine reverse stock split. All common stock amounts and exercise prices in the filing relating to securities acquired prior to July 9, 2019 have been adjusted to reflect the one-for-nine reverse stock split.

	/s/ Amanda Lorentz as attorney-in-fact for Andrew Astor pursuant to Power of Attorney previously filed.	08/13/2019
	** 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).
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