Sec Form 4 Filing - WEXFORD CAPITAL LP @ NEPHROS INC - 2021-01-06

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) 01/06/2021 (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 01/06/2021 A 3,196 ( 1 ) A $ 0 3,196 ( 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

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 01/08/2021 Signature of Reporting Person Date Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary 01/08/2021 Signature of Reporting Person Date Charles E. Davidson 01/08/2021 Signature of Reporting Person Date Joseph M. Jacobs 01/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 6, 2021, the Company granted 3,196 shares of restricted stock of the Company (the "Restricted Stock") in lieu of cash fees payable to Mr. Paul Mieyal in respect of his services as a member of the Board of Directors of the Company through October 28, 2020. The Restricted Stock was granted under the Company's 2015 Equity Incentive Plan (the "2015 Plan"). At the request of Mr. Mieyal, the Restricted Stock was granted to Wexford Capital LP. The Restricted Stock vests 6 months following the grant date.

Remarks: Wexford GP LLC ("Wexford GP") may, as the General Partner of Wexford Capital LP ("Wexford Capital"), be deemed to own beneficially the securities held by Wexford Capital. 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, be deemed to own beneficially the securities held by Wexford Capital. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by Wexford Capital. Each of Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities owned by Wexford Capital, 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, an employee of Wexford Capital, serving as a director of the Issuer.

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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