Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
Nephros,
Inc.
(Name
of
Issuer)
Common
Stock, par value $0.001 per share
(Title
of
Class of Securities)
640671103
(CUSIP
Number)
December 31,
2006
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨
Rule
13d-1(b)
¨
Rule
13d-1(c)
ý
Rule
13d-1(d)
Page
1 of
6
SCHEDULE
13G
CUSIP
No. 640671103
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald
G. Drapkin
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
655,758*
|
||
|
6)
|
SHARED
VOTING POWER
0
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
655,758*
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,758*
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
IN
|
|||
* On
December 18, 2006, Mr. Drapkin donated 509,922 shares of the Issuer’s common
stock, par value $.001 per share, to the Drapkin Family Charitable Foundation
(the “Foundation”). For
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
all shares held by the Foundation
may be
deemed to be beneficially owned by Mr. Drapkin. Shares disclosed above also
include 145,836 shares of the Issuer’s common stock issuable upon exercise of
options granted to Mr. Drapkin under the Issuer's 2000
and 2004 Equity Incentive
Plans, which have vested or are scheduled to vest within 60 days of December
31,
2006.
Page 2
of 6
Schedule
13G
Item
1(a). Name
of Issuer:
Nephros, Inc.
Item
1(b). Address
of Issuer’s Principal Executive Offices:
3960 Broadway
New York, New York 10032
Item
2(a). Name
of Person Filing:
Donald
G.
Drapkin
Item
2(b). Address
of Principal Business Office or, if None, Residence:
c/o MacAndrews & Forbes Holdings, Inc.
35 East 62nd Street
New York, New York 10021
Item
2(c). Citizenship:
United States
Item
2(d). Title
of Class of Securities:
Common
Stock, par value $.001 per share
Item
2(e). CUSIP
Number: 640671103
Item
3.
If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c),
check whether the person filing is a:
|
(a)
|
¨
|
Broker
or Dealer Registered Under Section 15 of the Act (15 U.S.C.
78o)
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
|
|
(c)
|
¨
|
Insurance
Company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c)
|
|
(d)
|
¨
|
Investment
Company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8)
|
|
(e)
|
¨
|
An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E)
|
|
(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F)
|
|
(g)
|
¨
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(ii)(G)
|
|
(h)
|
¨
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813)
|
Page 3
of 6
|
(i)
|
¨
|
A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3)
|
|
(j)
|
¨
|
Group,
in accordance with
§240.13d-1(b)(ii)(J)
|
Item
4. Ownership.
|
(a)
|
Amount
beneficially owned: 655,758
|
|
(b)
|
Percent
of class: 5.3%
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
655,758
|
| (ii) |
Shared
power to vote or to direct the vote:
None
|
| (iii) |
Sole
power to dispose or to direct the disposition of:
655,758
|
| (iv) |
Shared
power to dispose or to direct the disposition of:
None
|
On
December 18, 2006, the reporting person donated 509,922 shares of the Issuer’s
common stock, par value $.001 per share, to the Drapkin Family Charitable
Foundation (the “Foundation”). For
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
all shares held by the Foundation
may be deemed to be beneficially owned by Mr. Drapkin. Shares disclosed above
also include 145,836 shares of the Issuer’s common stock issuable upon exercise
of options granted to Mr. Drapkin under the Issuer's 2000 and 2004 Equity
Incentive Plans, which have vested or are scheduled to vest within 60 days
of
December 31, 2006.
Item
5. Ownership
of Five Percent or Less of a Class.
If
this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following o
.
&#
xA0;
Item
6. Ownership
of More than Five Percent on Behalf of Another Person.
Not
applicable
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company.
Not
applicable
Item
8. Identification
and Classification of Members of the Group.
Not
applicable
Item
9. Notice
of Dissolution of Group.
Not
applicable
Item
10.
Certifications.
Not
applicable
Page 4
of 6
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
9,
2007
/s/
Donald G.
Drapkin
Donald G. Drapkin
Page
5 of 5