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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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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Astor Andrew |
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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)
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_____ 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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CFO/COO
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C/O NEPHROS, INC., 380 LACKAWANNA PLACE |
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2019 |
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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 | 12/16/2019 |
| A |
| 6,848 (1) | A |
$
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| 68,308 | D |
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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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| Warrants (right to buy) |
$2.7 |
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| 03/17/2017 | 03/17/2022 | Common Stock | 14,815 |
| 14,815 | D |
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| Stock Option (right to buy) |
$4.14 |
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(2) | 02/13/2027 | Common Stock | 45,079 |
| 45,079 | D |
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| Stock Option (right to buy) |
$2.64 |
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(3) | 05/01/2027 | Common Stock | 32,567 |
| 32,567 | D |
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| Stock Option (right to buy) |
$4.5 |
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(4) | 12/20/2027 | Common Stock | 5,556 |
| 5,556 | D |
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| Stock Option (right to buy) |
$5.85 |
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(5) | 12/19/2028 | Common Stock | 22,223 |
| 22,223 | D |
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| Stock Option (right to buy) |
$8.3 | 12/16/2019 |
| A |
| 20,000 |
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(6) | 12/16/2029 | Common Stock | 20,000 |
$
0
| 20,000 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Astor Andrew
C/O NEPHROS, INC.
380 LACKAWANNA PLACE
SOUTH ORANGE, NJ 07079 |
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CFO/COO |
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Signatures
| /s/ Amanda Lorentz as attorney-in-fact for Andrew Astor pursuant to Power of Attorney previously filed. | |
12/18/2019 |
| **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) | On December 16, 2019, the Company granted 6,848 shares of restricted stock (the "Restricted Stock") to the Reporting Person in lieu of a cash bonus. The Restricted Stock was granted under the Company's 2015 Equity Incentive Plan. The Restricted Stock vests six months following the grant date. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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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