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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NEPHROS INC [ NEPH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/27/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/27/2021 | M | 3,556 | A | $4.59 | 94,839(1) | D | |||
Common Stock | 01/27/2021 | M | 2,956 | A | $4.14 | 97,795 | D | |||
Common Stock | 01/27/2021 | M | 3,765 | A | $3.6 | 101,560 | D | |||
Common Stock | 01/27/2021 | M | 4,477 | A | $4.5 | 106,037 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $4.59 | 01/27/2021 | M | 3,556 | 03/24/2014 | 01/29/2021 | Common Stock | 3,556 | $0 | 3,556(2) | D | ||||
Stock Option (Right to Buy) | $4.14 | 01/27/2021 | M | 2,956 | 03/26/2016 | 01/29/2021 | Common Stock | 2,956 | $0 | 2,956(3) | D | ||||
Stock Option (Right to Buy) | $3.6 | 01/27/2021 | M | 3,765 | 08/24/2018 | 01/29/2021 | Common Stock | 3,765 | $0 | 3,765(4) | D | ||||
Stock Option (Right to Buy) | $4.5 | 01/27/2021 | M | 4,477 | 12/20/2019 | 01/29/2021 | Common Stock | 4,477 | $0 | 4,477(5) | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Includes vested and unvested shares of common stock granted to Wexford Capital LP ("Wexford Capital") as reported in Form 4s previously filed by Arthur Amron and Paul Mieyal, respectively, a current and former director of the Company and a current and former employee of Wexford Capital. |
2. Includes the options reported in the Form 4 filed by Arthur Amron on March 28, 2011. |
3. Includes the options reported in the Form 4 filed by Arthur Amron on March 27, 2014. |
4. Includes the options reported in the Form 4 filed by Arthur Amron on August 25, 2016. |
5. Includes the options reported in the Form 4 filed by Arthur Amron on December 22, 2017. |
Remarks: |
Wexford GP LLC ("Wexford GP") may, as the General Partner of Wexford Capital LP ("Wexford Capital"), be deemed to own beneficially the securities held by Wexford Capital. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs", and together with Wexford Capital, Wexford GP and Davidson, the "Reporting Persons") may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities held by Wexford Capital. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by Wexford Capital. Each of Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities owned by Wexford Capital, as applicable, and this report shall not be deemed as an admission that they are the beneficial owners of such securities, except to the extent of any pecuniary interests therein. The Reporting Persons may be deemed to be directors by deputization by virtue of Arthur Amron, an employee of Wexford Capital, serving as a director of the Issuer. |
Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Arthur Amron, Vice President and Assistant Secretary | 01/29/2021 | |
Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary | 01/29/2021 | |
Charles E. Davidson | 01/29/2021 | |
Joseph M. Jacobs | 01/29/2021 | |
** 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. |