Sec Form 4 Filing - PERSEN MALCOLM C @ NEPHROS INC - 2016-08-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person PERSEN MALCOLM C 2. Issuer Name and Ticker or Trading Symbol NEPHROS INC [ NEPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NEPHROS, INC., 41 GRAND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2016 (Street) RIVER EDGE, NJ07661 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/24/2016 A 113,636 ( 1 ) A $ 0 151,605 ( 2 ) D Common Stock 31,160 I By spouse

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrants (right to buy) $ 0.85 05/12/2015 05/18/2020 Common Stock 15,580 15,580 I By spouse Stock Option (Right to Buy) $ 0.79 ( 3 ) 05/07/2025 Common Stock 56,981 56,981 D Stock Option (Right to Buy) $ 0.4 08/24/2016 A 33,880 ( 4 ) 08/24/2026 Common Stock 33,880 $ 0 33,880 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERSEN MALCOLM C C/O NEPHROS, INC. 41 GRAND AVENUE RIVER EDGE, NJ07661 X Signatures /s/ Amanda Lorentz as attorney-in-fact for Malcolm Persen pursuant to power of attorney previously filed. 08/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 24, 2016, the Company granted 73,864 shares of restricted stock of the Company (the "Restricted Stock") in lieu of $40,000 in cash fees payable to Mr. Persen in respect of his services as a member of the Board of Directors of the Company. The Restricted Stock was granted under the Company's 2015 Equity Incentive Plan (the "2015 Plan"). The Restricted Stock vests 6 months following the grant date. ( 2 )Due to an administrative error, the Reporting Person's Form 4 filed in September 2015 reported the dollar value of his grant instead of the number of shares actually granted (37,969) and this report accurately reflects the Reporting Person's total direct ownership. ( 3 )The options vest as to 18,994 shares on each of 5/7/15 and 5/7/16 and as to 18,993 shares on 5/7/17. ( 4 )On August 24, 2016, the Company granted an option to purchase 33,880 shares of common stock of the Company (the "Option") in respect of the service by Mr. Persen as a member of the Board of Directors of the Company. The Option was granted under the 2015 Plan. This option vests as to 11,294 shares on 8/24/16 and as to 11,293 shares on each of 8/24/17 and 8/24/18.

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.