Sec Form 4 Filing - Astor Andrew @ NEPHROS INC - 2018-12-19

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 Astor Andrew 2. Issuer Name and Ticker or Trading Symbol NEPHROS INC [ NEPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO/COO (Last) (First) (Middle) C/O NEPHROS, INC., 380 LACKAWANNA PLACE 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2018 (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 497,903( 1 ) 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 Warrants (right to buy) $ 0.3 03/17/2017 03/17/2022 Common Stock 133,333 133,333 D Stock Option (right to buy) $ 0.4599 ( 2 ) 02/13/2027 Common Stock 289,785 289,785 D Stock Option (right to buy) $ 0.293 ( 3 ) 05/01/2027 Common Stock 209,355 209,355 D Stock Option (right to buy) $ 0.4999 ( 4 ) 12/20/2027 Common Stock 50,000 50,000 D Stock Option (right to buy) $ 0.65 12/19/2018 A 200,000 ( 5 ) 12/19/2028 Common Stock 200,000 $ 0 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Astor Andrew C/O NEPHROS, INC. 380 LACKAWANNA PLACE SOUTH ORANGE, NJ07079 CFO/COO Signatures /s/ Amanda Lorentz as attorney-in-fact for Andrew Astor pursuant to Power of Attorney previously filed. 12/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 44,111 shares of restricted stock that vest on 6/14/19. ( 2 )On 2/13/17, the Reporting Person was granted an option to purchase up to 579,571 shares of common stock of the Company. Options to purchase 72,446 shares vested on 2/13/18; options to purchase 217,339 shares vest quarterly in 12 equal amounts commencing on 5/13/18; options to purchase 115,914 shares will vest, if ever, upon approval of listing of the Company's common stock on the Nasdaq Stock Market, New York Stock Exchange or such other national securities exchange approved by the Board; options to purchase 57,957 shares will vest, if ever, on 2/1 following the Company's first completed fiscal year in which annual revenue exceeds $6,000,000; and options to purchase 115,914 shares will vest, if ever, on 2/1 following the Company's first completed fiscal year in which annual revenue exceeds $10,000,000. ( 3 )On 5/1/17, the Reporting Person was granted an option to purchase up to 418,709 shares of common stock of the Company. Options to purchase 52,339 shares vested on 5/1/18; options to purchase 157,016 shares vest quarterly in 12 equal amounts commencing on 7/1/18; options to purchase 41,871 shares will vest, if ever, on 2/1 following the Company's first completed fiscal year in which annual revenue exceeds $6,000,000; options to purchase 83,742 shares will vest, if ever, on 2/1 following the Company's first completed fiscal year in which annual revenue exceeds $10,000,000; and options to purchase 83,742 shares will vest, if ever, upon approval of listing of the Company's common stock on the Nasdaq Stock Market, New York Stock Exchange or such other national securities exchange approved by the Board. ( 4 )On 12/20/17, the Reporting Person was granted an option to purchase 50,000 shares of common stock of the Company. Options to purchase 12,500 shares vested on 12/20/18 and options to purchase 37,500 shares vest quarterly in 12 equal amounts commencing on 3/20/19. ( 5 )On 12/19/18, the Reporting Person was granted an option to purchase 200,000 shares of common stock of the Company. Options to purchase 50,000 shares vest on 12/19/19 and options to purchase 150,000 shares vest quarterly in 12 equal amounts commencing on 3/19/20.

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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