FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
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Evans Daron |
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2. Issuer Name and Ticker or Trading Symbol NEPHROS INC [NEPH]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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President and CEO
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C/O NEPHROS, INC., 380 LACKAWANNA PLACE |
3. Date of Earliest Transaction (Month/Day/Year) 03/12/2020 |
SOUTH ORANGE, NJ 07079 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 03/12/2020 |
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| 2,500 | A |
$6.65 | 134,215 | D |
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Common Stock |
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| 8,185 | I | By UTMA #1 |
Common Stock |
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| 7,907 | I | By UTMA #2 |
Common Stock |
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| 888 | I | By UTMA #3 |
Common Stock |
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| 888 | I | By UTMA #4 |
Common Stock |
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| 6,111 | I | By PoC Capital, LLC (1) |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy) |
$4.14 |
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(2) | 03/26/2024 | Common Stock | 8,374 |
| 8,374 | D |
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Stock Option (Right to Buy) |
$5.4 |
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(3) | 04/15/2025 | Common Stock | 242,690 |
| 242,690 | D |
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Stock Option (Right to Buy) |
$4.5 |
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(4) | 12/20/2027 | Common Stock | 93,014 |
| 93,014 | D |
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Stock Option (Right to Buy) |
$8.57 |
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(5) | 12/16/2029 | Common Stock | 20,000 |
| 20,000 | D |
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Common Stock Warrants (Right to Buy) |
$2.7 |
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| 06/03/2016 | 06/03/2021 | Common Stock | 1,112 |
| 1,112 | I | By UTMA #1 |
Common Stock Warrants (Right to Buy) |
$2.7 |
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| 06/03/2016 | 06/03/2021 | Common Stock | 1,112 |
| 1,112 | I | By UTMA #2 |
Common Stock Warrants (Right to Buy) |
$2.7 |
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| 03/17/2017 | 03/17/2022 | Common Stock | 4,630 |
| 4,630 | I | By UTMA #1 |
Common Stock Warrants (Right to Buy) |
$2.7 |
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| 03/17/2017 | 03/17/2022 | Common Stock | 4,630 |
| 4,630 | I | By UTMA #2 |
Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Evans Daron C/O NEPHROS, INC. 380 LACKAWANNA PLACE SOUTH ORANGE, NJ 07079 |
X
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President and CEO |
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Signatures
/s/ Daron Evans | |
03/12/2020 |
**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) | 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 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 on 8/9/19; and options to purchase 121,345 shares vested upon achievement of previously disclosed performance measures. |
(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. |
(5) | On 12/16/19, the Reporting Person was granted an option to purchase 20,000 shares of common stock of the Company. Options to purchase 5,000 shares vest on 12/16/20 and options to purchase 15,000 shares vest quarterly in 12 equal amounts commencing on 3/16/21. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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