Sec Form 4 Filing - WEXFORD CAPITAL LP @ NEPHROS INC - 2021-06-01

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) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 677 WASHINGTON BLVD., SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2021 (Street) STAMFORD, CT06901 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 06/01/2021 X 66,667 ( 1 ) A $ 2.7 3,544,492 ( 2 ) I See footnotes ( 3 ) ( 4 ) Common Stock 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 (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 Common Stock Warrants $ 2.7 06/01/2021 X 66,667 06/03/2016 06/03/2021 Common Stock 66,667 $ 2.7 0 I See footnote ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEXFORD CAPITAL LP 677 WASHINGTON BLVD. SUITE 500 STAMFORD, CT06901 X X Wexford GP LLC C/O WEXFORD CAPITAL LP SUITE 125 GREENWICH, CT06830 X X DAVIDSON CHARLES E C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVE GREENWICH, CT06830 X X JACOBS JOSEPH 411 W PUTNAM AVENUE GREENWICH, CT06830 X X Signatures Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Arthur Amron, Vice President and Assistant Secretary 06/03/2021 Signature of Reporting Person Date Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary 06/03/2021 Signature of Reporting Person Date Charles E. Davidson 06/03/2021 Signature of Reporting Person Date Joseph M. Jacobs 06/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the common stock of the Issuer acquired in connection with the exercise of 66,667 common stock warrants held in the aggregate by Wexford Partners 11, L.P., ("WP11"), WPIC 2 LLC ("WPIC2", and together with WP11, the "Wexford Entities") and Wexford 11 Advisors LLC ("WP Advisors"). ( 2 )Represents the common stock of the Issuer held in the aggregate by the Wexford Entities, WP Advisors and Wexford Spectrum Trading Limited ("WST"). ( 3 )Wexford Capital LP ("Wexford Capital") may, by reason of its status as (i) investment manager of WP11, (ii) manager of WPIC2 and (iii) sub-advisor of WST, be deemed to own beneficially the securities held by the Wexford Entities and WST. 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 and WST. 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, Wexford Advisors and WST. ( 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 and WST. 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, Wexford Advisors and/or WST, 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.

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).

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