Wexford Capital Form 4 NEPHROS / JOSEPH JACOBS ownership change

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^*

WEXFORD CAPITAL LP

(Last) (First) (Middle)

777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)

WEST PALM BEACH FL 33401

(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)

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

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)

	Form filed by One Reporting Person
X	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)
			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)
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^*

WEXFORD CAPITAL LP

(Last) (First) (Middle)

777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wexford GP LLC

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)

WEST PALM BEACH FL 44302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DAVIDSON CHARLES E

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JACOBS JOSEPH

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

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
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