Sec Form 4 Filing - WEXFORD CAPITAL LP @ NEPHROS INC - 2020-10-15

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 WEXFORD CAPITAL LP 2. Issuer Name and Ticker or Trading Symbol NEPHROS INC [ NEPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST, 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2020 (Street) WEST PALM BEACH, FL33401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.001 10/15/2020 A 166,667 ( 1 ) A $ 6 3,605,471 ( 2 ) I See footnotes ( 4 ) ( 5 ) Common Stock, par value $0.001 1,325 ( 3 ) I See footnotes ( 4 ) ( 5 )

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 Amoun t or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL33401 X X Wexford GP LLC C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL44302 X X DAVIDSON CHARLES E C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL33401 X X JACOBS JOSEPH C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL33401 X X Signatures Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Arthur Amron, Vice President and Assistant Secretary 10/16/2020 Signature of Reporting Person Date Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary 10/16/2020 Signature of Reporting Person Date Charles E. Davidson 10/16/2020 Signature of Reporting Person Date Joseph M. Jacobs 10/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the common stock of the Issuer acquired by Wexford Spectrum Trading Limited ("WST") in a registered direct offering, as described in the Issuer's Form 8-K, filed by the Issuer with the U.S. Securities and Exchange Commission on October 16, 2020. ( 2 )Represents the common stock of the Issuer held in the aggregate by WST, Wexford Partners 11, L.P., ("WP11"), WPIC 2 LLC ("WPIC2", and together with WP11 and WST, the "Wexford Entities") and Wexford Capital LP ("Wexford Capital"). ( 3 )Represents the common stock of the Issuer held by Wexford 11 Advisors LLC ("WP Advisors"). ( 4 )Wexford Capital may, by reason of its status as (i) sub-advisor of WST, (ii) investment manager of WP11 and (iii) manager of WPIC2, be deemed to own beneficially the securities held by the Wexford Entities. Wexford GP LLC ("Wexford GP") may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities held by the Wexford Entities. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs", and together with Wexford Capital, Wexford GP and Davidson, the "Reporting Persons") may, by reason of his status as a controlling person of Wexford GP and Wexford Advisors, be deemed to own beneficially the securities held by the Wexford Entities and Wexford Advisors. ( 5 )Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by the Wexford Entities. Each of Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by Wexford Advisors. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities owned by the Wexford Entities and/or Wexford Advisors, as applicable, and this report shall not be deemed as an admission that they are the beneficial owners of such securities, except to the extent of any pecuniary interests therein. The Reporting Persons may be deemed to be directors by deputization by virtue of Arthur Amron and Paul Mieyal, each an employee of Wexford Capital, serving as directors of the Issuer.

Remarks: Shares previously reported as being beneficially owned by Lambda Investors LLC ("Lambda") were distributed in kind and pro rata to Wexford Partners 11, L.P., WPIC 2 LLC and Wexford 11 Advisors LLC, the sole members of Lambda, on December 31, 2019.

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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