Sec Form 4 Filing - WEXFORD CAPITAL LP @ NEPHROS INC - 2024-03-13

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

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1. Name and Address of Reporting Person WEXFORD CAPITAL LP 2. Issuer Name and Ticker or Trading Symbol NEPHROS INC [ NEPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST, 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2024 (Street) WEST PALM BEACH, FL33401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/13/2024 J( 1 ) 91,463 D $ 0 56,060 D Common Stock 3,544,492 ( 2 ) I See footnotes ( 3 ) ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL33401 X Wexford GP LLC C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL44302 X DAVIDSON CHARLES E C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL33401 X JACOBS JOSEPH C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL33401 X Signatures Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Daniel J. Weiner, Vice President and Assistant Secretary 03/14/2024 Signature of Reporting Person Date Wexford GP LLC, By: Daniel J. Weiner, Vice President and Assistant Secretary 03/14/2024 Signature of Reporting Person Date Charles E. Davidson 03/14/2024 Signature of Reporting Person Date Joseph M. Jacobs 03/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an in-kind distribution by Wexford Capital LP ("Wexford Capital") to Arthur Amron that does not involve (i) a purchase or a sale of securities or (ii) any additional consideration, in connection with his separation from service as an employee of Wexford Capital. ( 2 )Represents the common stock of the Issuer held in the aggregate by Wexford Spectrum Trading Limited ("WST"), Wexford Partners 11, L.P., ("WP11"), WPIC 2 LLC ("WPIC2", and together with WST and WP11, the "Wexford Entities") and Wexford 11 Advisors LLC ("Wexford Advisors"). ( 3 )Wexford Capital may, by reason of its status as (i) sub-advisor of WST, (ii) investment manager of WP11 and (iii) manager of WPIC2, be deemed to own beneficially the securities held by the Wexford Entities. Wexford GP LLC ("Wexford GP") may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities held by the Wexford Entities. 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 and Wexford Advisors, be deemed to own beneficially the securities held by the Wexford Entities and Wexford Advisors. ( 4 )Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by the Wexford Entities. Each of Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by Wexford Advisors. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities owned by the Wexford Entities and/or Wexford Advisors, 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.

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).

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