Sec Form 4 Filing - Evans Daron @ NEPHROS INC - 2017-06-09

Insider filing report for Changes in Beneficial Ownership
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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
Evans Daron
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
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O NEPHROS, INC., 41 GRAND AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2017
(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 06/12/2017 P 3,961 A $ 0.26 613,378 ( 1 ) D
Common Stock 06/09/2017 P 10,000 A $ 0.26 51,666 I By UTMA #1
Common Stock 06/09/2017 P 7,500 A $ 0.26 49,166 I By UTMA #2
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
Stock Option (Right to Buy) $ 0.46 ( 2 ) 03/26/2024 Common Stock 75,361 75,361 D
Stock Option (Right to Buy) $ 0.6 ( 3 ) 04/15/2025 Common Stock 764,468 764,468 D
Common Stock Warrants (Right to Buy) $ 0.3 06/03/2016 06/03/2021 Common Stock 40,000 40,000 I By PoC Capital, LLC ( 4 )
Common Stock Warrants (Right to Buy) $ 0.3 06/03/2016 06/03/2021 Common Stock 10,000 10,000 I By UTMA #1
Common Stock Warrants (Right to Buy) $ 0.3 06/03/2016 06/03/2021 Common Stock 10,000 10,000 I By UTMA #2
Common Stock Warrants (Right to Buy) $ 0.3 03/17/2017 03/17/2022 Common Stock 41,666 41,666 I By UTMA #1
Common Stock Warrants (Right to Buy) $ 0.3 03/17/2017 03/17/2022 Common Stock 41,666 41,666 I By UTMA #2
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Evans Daron
C/O NEPHROS, INC.
41 GRAND AVENUE
RIVER EDGE, NJ07661
X President and CEO
Signatures
/s/ Daron Evans 06/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 9,165 shares of restricted stock that vest on June 14, 2017, 213,068 shares of restricted stock that vest on June 23, 2017 and 17,756 shares of restricted stock that vest on September 30, 2017.
( 2 )Fully exercisable.
( 3 )On 4/15/2015, the Reporting Person was granted an option to purchase up to 2,184,193 shares of common stock of the Company. 35% of the shares subject to the option (relating to a total of 764,468 shares) vest quarterly in 16 equal amounts, commencing on 6/30/2015. 15% of the shares subject to the option will vest, if ever, upon the listing of the Company's common stock on NASDAQ, NYSE, or such other exchange as the Board may later determine. The remaining 50% of the shares subject to the option will vest, if ever, upon the Company's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/2015 between the Reporting Person and the Company.
( 4 )The Reporting Person is a managing director of the LLC that owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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