Sec Form 4 Filing - Spandow Oliver J. @ NEPHROS INC - 2019-12-16

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Spandow Oliver J. 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NEPHROS, INC., 380 LACKAWANNA PLACE 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2019 (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 12/16/2019 A 3,448 ( 1 ) A $ 0 14,234 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 Stock Option (Right to Buy) $ 5.5755 ( 2 ) 08/10/2028 Common Stock 9,466 9,466 D Stock Option (Right to Buy) $ 5.85 ( 3 ) 12/19/2028 Common Stock 5,161 5,161 D Stock Option (Right to Buy) $ 8.57 12/16/2019 A 5,568 ( 4 ) 12/16/2029 Common Stock 5,568 $ 0 5,568 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spandow Oliver J. C/O NEPHROS, INC. 380 LACKAWANNA PLACE SOUTH ORANGE, NJ07079 X Signatures /s/ Amanda Lorentz as attorney-in-fact for Oliver Spandow pursuant to power of attorney previously filed. 12/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 16, 2019, the Company granted 3,448 shares of restricted stock of the Company (the "Restricted Stock") in lieu of cash fees payable to Mr. Spandow in respect of his services as a member of the Board of Directors of the Company. The Restricted Stock was granted under the Company's 2015 Equity Incentive Plan (the "2015 Plan"). The Restricted Stock vests 6 months following the grant date. ( 2 )The option vests as to 3,156 shares on 8/10/19 and as to 3,155 shares on each of 8/10/20 and 8/10/21. ( 3 )The option vests as to 1,721 shares on 12/19/18 and as to 1,720 shares on each of 12/19/19 and 12/19/20. ( 4 )On December 16, 2019, the Company granted an option to purchase 5,568 shares of common stock of the Company (the "Option") in respect of the service by Mr. Spandow as a member of the Board of Directors of the Company. The Option was granted under the 2015 Plan. The Option vests as to 1,856 shares on each of 12/16/19, 12/16/20 and 12/16/21.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.