Sec Form 4 Filing - Lambda Investors LLC @ NEPHROS INC - 2015-09-29

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 Lambda Investors LLC 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) (Last) (First) (Middle) 411 WEST PUTNAM AVENUE, SUITE 125 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2015 (Street) GREENWICH, CT06830 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, par value $0.001 09/29/2015 X 11,742,100 A 27,017,848 I Held directly by Lambda Investors LLC ( 2 ) ( 3 ) Common Stock, par value $0.001 190,446 I Held directly by Wexford Capital LP ( 2 ) ( 3 )

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 Class D Warrants $ 0.3 09/29/2015 D( 4 ) 11,742,100 11/14/2007 12/18/2019 Common Stock 11,742,100 $ 0 0 I Held directly by Lambda Investors LCC ( 2 ) ( 3 ) Class D Warrants (Common Stock) $ 0.15 09/29/2015 A( 4 ) 11,742,100 11/14/2007 12/18/2019 Common Stock 11,742,100 $ 0 11,742,100 I Held directly by Lambda Investors LLC ( 2 ) ( 3 ) Class D Warrants $ 0.15 09/29/2015 X 11,742,100 11/14/2007 12/18/2019 Common Stock 11,742,100 ( 1 ) 0 I Held directly by Lambda Investors LCC ( 2 ) ( 3 ) Common Stock Warrants $ 0.4 03/11/2011 12/18/2019 Common Stock 2,782,576 2,782,576 I Held directly by Lamdba Investors LLC ( 2 ) ( 3 ) Non Qualified Stock Options (right to buy) ( 5 ) ( 5 ) ( 5 ) Common Stock 142,964 142,964 I Held directly by Wexford Capital LP ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lambda Investors LLC 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH, CT06830 X X Signatures Lambda Investors LLC By: Arthur Amron, Vice President and Assistant Secretary 10/01/2015 Signature of Reporting Person Date Wexford Capital LP, By: Wexford GP LLC, its general partner By Arthur Amron, Vice President and Assistant Secretary 10/01/2015 Signature of Reporting Person Date Wexford GP LLC, By Arthur Amron, Vice Presidentand Assistant Secretary 10/01/2015 Signature of Reporting Person Date Charles E. Davidson 10/01/2015 Signature of Reporting Person Date Joseph M. Jacobs 10/01/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 29, 2015, Nephros, Inc. (the "Company") entered into a Warrant Amendment and Exercise Agreement (the "Amendment") with Lambda Investors LLC ("Lambda"). Pursuant to the Amendment, the Company agreed to reduce the current exercise price of the Class D Warrant issued to Lambda on November 14, 2007 (together with all amendments thereto entered into prior to the Amendment, the "Warrant") representing the right to purchase 11,742,100 shares of the Company's common stock by 50%, to $0.15 per share, in exchange for Lambda's agreement to exercise such Warrant in its entirety. Upon exercise of the Warrant, the Company issued 11,742,100 shares of common stock to Lambda and received approximately $1.76 million in cash proceeds from Lambda. ( 2 )This form is jointly filed by Lambda, Wexford Capital LP ("Wexford"), Wexford GP LLC ("Wexford GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs"). The reported securities are held directly by Lambda and by Wexford. Wexford serves as manager, investment advisor or sub-advisor of Lambda, and as such may be deemed to share beneficial ownership of the securities beneficially owned by Lambda, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the securities beneficially owned by Lambda, but disclaims such ownership to the extent such beneficial ownership exceeds its pecuniary interest. (continued under Footnote (3) below). ( 3 )(continued from Footnote (2) above) Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any securities beneficially owned by Lambda for which Wexford serves as manager, investment advisor or sub-advisor, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest. ( 4 )The two reported transactions resulted from the reduction of the exercise price, as per the Amendment described in Footnote 1. Such change in the exercise price resulted in the deemed cancellation of the originally issued old warrant and the issuance of a replacement warrant. ( 5 )On March 26, 2014, the Company granted an option to purchase 26,598 shares of common stock of the Company (the "Options") to each of Arthur Amron and Dr. Paul Mieyal in respect of their service as members of the Board of Directors of the Company. The Options were granted under the Company's 2004 Stock Incentive Plan. At the request of Mr. Amron and Dr. Mieyal, the Options were granted to Wexford Capital LP. The Options vested immediately upon the grant date with respect to one-third of the shares. The remainder of the Options vest in equal annual installments on each of the first and second anniversaries of the grant date. These Options, as well as all the other options issued to Mr. Amron and Dr. Mieyal, were reported on Form 4's by Mr. Amron and Dr. Mieyal indicating that all such options were assigned to Wexford Capital LP.

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 for m displays a currently valid OMB Number.