Sec Form 4 Filing - Evans Daron @ NEPHROS INC - 2018-12-14

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., 380 LACKAWANNA PLACE 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2018 (Street) SOUTH ORANGE, NJ07079 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 12/14/2018 A 108,296 ( 1 ) A $ 0 1,001,254 D Common Stock 95,000 I By PoC Capital, LLC ( 2 ) Common Stock 65,666 I By UTMA #1 Common Stock 63,166 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 ( 3 ) 03/26/2024 Common Stock 75,361 75,361 D Stock Option (Right to Buy) $ 0.6 ( 4 ) 04/15/2025 Common Stock 982,887 982,887 D Stock Option (Right to Buy) $ 0.4999 ( 5 ) 12/20/2027 Common Stock 837,125 837,125 D 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. 380 LACKAWANNA PLACE SOUTH ORANGE, NJ07079 X President and CEO Signatures /s/ Daron Evans 12/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 14, 2018, the Company granted 108,296 shares of restricted stock (the "Restricted Stock") to the Reporting Person in lieu of a cash bonus. The Restricted Stock was granted under the Company's 2015 Equity Incentive Plan. The Restricted Stock vests six months following the grant date. ( 2 )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. ( 3 )Fully exercisable. ( 4 )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. The Company achieved the $3,000,000 annual revenue milestone in fiscal year 2017 and options to purchase 218,419 shares vested on 2/1/18. ( 5 )On 12/20/17, the Reporting Person was granted an option to purchase 837,125 shares of common stock of the Company. 25% of the shares subject to the option (relating to a total of 209,282 shares) vest on 12/20/18 and the remaining 75% of the shares subject to the option (relating to a total of 627,843 shares) vest quarterly in 12 equal amounts, commencing on 3/20/19.

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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