Sec Form 4 Filing - Evans Daron @ NEPHROS INC - 2019-11-18

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., 380 LACKAWANNA PLACE
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2019
(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 11/18/2019 P 1,000 A $ 8.35 119,933 D
Common Stock 8,185 I By UTMA #1
Common Stock 7,907 I By UTMA #2
Common Stock 888 I By UTMA #3
Common Stock 888 I By UTMA #4
Common Stock 6,111 I By PoC Capital, LLC ( 1 )
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 Deriva tive 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) $ 4.14 ( 2 ) 03/26/2024 Common Stock 8,374 8,374 D
Stock Option (Right to Buy) $ 5.4 ( 3 ) 04/15/2025 Common Stock 145,614 145,614 D
Stock Option (Right to Buy) $ 4.5 ( 4 ) 12/20/2027 Common Stock 93,014 93,014 D
Common Stock Warrants (Right to Buy) $ 2.7 06/03/2016 06/03/2021 Common Stock 1,112 1,112 I By UTMA #1
Common Stock Warrants (Right to Buy) $ 2.7 06/03/2016 06/03/2021 Common Stock 1,112 1,112 I By UTMA #2
Common Stock Warrants (Right to Buy) $ 2.7 03/17/2017 03/17/2022 Common Stock 4,630 4,630 I By UTMA #1
Common Stock Warrants (Right to Buy) $ 2.7 03/17/2017 03/17/2022 Common Stock 4,630 4,630 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 11/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Fully exercisable.
( 3 )On 4/15/15, the Reporting Person was granted an option to purchase up to 242,690 shares of common stock of the Company. Options to purchase 84,941 shares vest quarterly in 16 equal amounts commencing on 6/30/15; options to purchase 36,404 shares vested upon the approval of the listing of the Company's common stock on the Nasdaq Stock Market; and options to purchase 121,345 shares will vest, if ever, upon the Company's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/15 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 24,269 shares vested on 2/1/18.
( 4 )On 12/20/17, the Reporting Person was granted an option to purchase 93,014 shares of common stock of the Company. Options to purchase 23,253 shares vested on 12/20/18 and options to purchase 69,761 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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