Sec Form 4 Filing - Astor Andrew @ NEPHROS INC - 2020-08-19

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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) COO/CFO (Last) (First) (Middle) C/O NEPHROS, INC., 380 LACKAWANNA PLACE 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2020 (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 08/19/2020 P 950 A $ 7.4 71,958 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) $ 2.7 03/17/2017 03/17/2022 Common Stock 14,815 14,815 D Stock Option (right to buy) $ 4.14 ( 1 ) 02/13/2027 Common Stock 64,399 64,399 D Stock Option (right to buy) $ 2.64 ( 2 ) 05/01/2027 Common Stock 46,525 46,525 D Stock Option (right to buy) $ 4.5 ( 3 ) 12/20/2027 Common Stock 5,556 5,556 D Stock Option (right to buy) $ 5.85 ( 4 ) 12/19/2028 Common Stock 22,223 22,223 D Stock Option (right to buy) $ 8.3 ( 5 ) 12/16/2029 Common Stock 20,000 20,000 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 X COO/CFO Signatures /s/ Amanda Lorentz as attorney-in-fact for Andrew Astor pursuant to Power of Attorney previously filed. 08/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 2/13/17, the Reporting Person was granted an option to purchase 64,399 shares of common stock of the Company. Options to purchase 8,049 shares vested on 2/13/18; options to purchase 24,150 shares vest quarterly in 12 equal amounts commencing on 5/13/18; and options to purchase 32,200 shares vested upon achievement of previously disclosed performance measures. ( 2 )On 5/1/17, the Reporting Person was granted an option to purchase 46,525 shares of common stock of the Company. Options to purchase 5,815 shares vested on 5/1/18; options to purchase 17,447 shares vest quarterly in 12 equal amounts commencing on 7/1/18; and options to purchase 23,263 shares vested upon achievement of previously disclosed performance measures. ( 3 )On 12/20/17, the Reporting Person was granted an option to purchase 5,556 shares of common stock of the Company. Options to purchase 1,389 shares vested on 12/20/18 and options to purchase 4,167 shares vest quarterly in 12 equal amounts commencing on 3/20/19. ( 4 )On 12/19/18, the Reporting Person was granted an option to purchase 22,223 shares of common stock of the Company. Options to purchase 5,555 shares vested on 12/19/19 and options to purchase 16,668 shares vest quarterly in 12 equal amounts commencing on 3/19/20. ( 5 )On 12/16/19, the Reporting Person was granted an option to purchase 20,000 shares of common stock of the Company. Options to purchase 5,000 shares vest on 12/16/20 and options to purchase 15,000 shares vest quarterly in 12 equal amounts commencing on 3/16/21.

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).

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