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As Of Filer Filing For·On·As Docs:Size Issuer 10/26/20 Wexford Capital LP SC 13D/A 1:59K Nephros Inc. |
Document/Exhibit Description Pages Size 1: SC 13D/A Wexford Capital 13Da11 10-26-2020 HTML 46K
CUSIP No. 640671400
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
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Wexford Capital LP
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||||
2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) p
(b) □
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3
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SEC Use Only
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|||||
4
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Source of Funds (See Instructions)
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OO
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
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□
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||||
6
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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7
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Sole Voting Power
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0
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|||
8
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Shared Voting Power (see Item 5 below)
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3,672,111
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power (see Item 5 below)
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3,672,111
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
*includes warrants exercisable to acquire 66,640 shares of common stock and 45,550 vested stock options
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3,672,111*
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
□
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|||||
13
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Percent of Class Represented by Amount in Row (11)
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36.78%
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14
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Type of Reporting Person (See Instructions)
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PN
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CUSIP No. 640671400
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1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
Wexford GP LLC
|
||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) p
(b) □
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
□
|
||||
6
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Citizenship or Place of Organization
|
Delaware
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
3,672,111
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
3,672,111
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes warrants exercisable to acquire 66,640 shares of common stock and 45,550 vested stock options
|
3,672,111*
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
□
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
36.78%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
OO
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CUSIP No. 640671400
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
|||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) p
(b) □
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
□
|
||||
6
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Citizenship or Place of Organization
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United States
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||||
Number of Shares Beneficially Owned by Each Reporting Person With
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7
|
Sole Voting Power
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0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
3,673,463
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
3,673,463
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes warrants exercisable to acquire 66,667 shares of common stock and 44,550 vested stock options
|
3,673,463*
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
□
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
36.79%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
IN
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CUSIP No. 640671400
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
|||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) p
(b) □
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
□
|
||||
6
|
Citizenship or Place of Organization
|
United States
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
3,673,463
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
3,673,463
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes warrants exercisable to acquire 66,667 shares of common stock and 44,550 vested stock options
|
3,673,463
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
□
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
36.79%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
IN
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Item 2. |
Identity and Background.
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(a) |
This statement is filed by
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(i)
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Wexford Capital LP (“Wexford Capital”), a Delaware limited partnership, which is the controlling party of certain private investment funds and special purpose vehicles;
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(ii)
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Wexford GP LLC (“Wexford GP”), a Delaware limited liability company, which is the general partner (the “General Partner”) of Wexford Capital;
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(iii) |
Charles E. Davidson (“Davidson”), the Chairman of Wexford Capital and a managing member of Wexford GP and certain private investment fund vehicles; and
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(iv) |
Joseph M. Jacobs (“Jacobs”), the President of Wexford Capital and a managing member of Wexford GP and certain private investment fund vehicles.
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(b) |
The address of the principal business and principal office of the Reporting Persons is c/o Wexford Capital LP, 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401.
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(c) |
Wexford Capital is the controlling party of certain private investment funds and special purpose vehicles. Wexford GP is the General Partner of Wexford Capital. Messrs. Davidson and Jacobs serve as the managing members of Wexford GP and
and certain private investment fund vehicles.
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(d) |
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e) |
None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
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(f) |
Wexford Capital is a Delaware limited partnership. Wexford GP is a Delaware limited liability company. Each of Messrs. Davidson and Jacobs is a United States citizen.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 5. |
Interest in Securities of the Issuer
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WEXFORD CAPITAL LP
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By:
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Wexford GP LLC, its general partner
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By:
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/s/ Arthur H. Amron
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Name:
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Title:
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Vice President and Assistant Secretary
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WEXFORD GP LLC
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By:
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/s/ Arthur H. Amron
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Name:
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Title:
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Vice President and Assistant Secretary
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/s/ Joseph M. Jacobs
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This ‘SC 13D/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 10/26/20 | |||
10/16/20 | 4, 424B5, 8-K | |||
10/15/20 | 4, 8-K | |||
12/31/19 | 10-K, 13F-HR | |||
12/18/19 | 4 | |||
12/21/18 | 4 | |||
12/18/18 | 4 | |||
1/12/18 | SC 13D/A | |||
1/14/16 | SC 13D/A | |||
10/5/15 | 4, CORRESP, CT ORDER, SC 13D/A | |||
9/9/14 | SC 13D/A | |||
4/9/14 | SC 13D/A | |||
11/18/13 | SC 13D/A | |||
6/5/13 | 4, 4/A, SC 13D/A | |||
2/13/13 | SC 13D/A | |||
3/21/11 | EFFECT, SC 13D/A | |||
2/12/10 | CORRESP, S-1/A, SC 13D/A, UPLOAD | |||
10/1/07 | 3, SC 13D | |||
List all Filings |