Sec Form 4 Filing - Lambda Investors LLC @ NEPHROS INC - 2015-12-18

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 Lambda Investors LLC 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) 411 WEST PUTNAM AVENUE, SUITE 125 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2015 (Street) GREENWICH, CT06830 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 12/18/2015 X 2,782,576 A 29,800,424 I Held directly by Lambda Investors LLC ( 2 ) ( 3 ) Common Stock, par value $0.001 190,446 I Held directly by Wexford Capital LP ( 2 ) ( 3 )

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 Common Stock Warrants $ 0.4 ( 4 ) 12/18/2015 X 2,782,576 03/11/2011 12/18/2019 Common Stock 2,782,576 ( 1 ) 0 I Held directly by Lamdba Investors LLC ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lambda Investors LLC 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH, CT06830 X X DAVIDSON CHARLES E C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVE. GREENWICH, CT06830 X WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH, CT06830 X Wexford GP LLC C/O WEXFORD CAPITAL LP SUITE 125 GREENWICH, CT06830 X JACOBS JOSEPH C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE, SUITE 125 GREENWICH, CT06830 X Signatures Lambda Investors LLC By: Arthur Amron, Vice President and Assistant Secretary 12/22/2015 Signature of Reporting Person Date Wexford Capital LP, By: Wexford GP LLC, its general partner By Arthur Amron, Vice President and Assistant Secretary 12/22/2015 Signature of Reporting Person Date Wexford GP LLC, By Arthur Amron, Vice Presidentand Assistant Secretary 12/22/2015 Signature of Reporting Person Date Charles E. Davidson 12/22/2015 Signature of Reporting Person Date Joseph M. Jacobs 12/22/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 18, 2015, Nephros, Inc. (the "Company") completed its offer to exercise certain outstanding warrants to purchase shares of the Company's common stock including warrants to purchase an aggregate of 2,782,577 shares of the Company's common stock at an exercise price of $0.40 per share, issued on March 10, 2011 to Lambda Investors LLC ("Lambda") in connection with a private placement financing transaction (the "Lambda Warrants") at a temporarily reduced cash exercise price of $0.20 per share of common stock. ( 2 )This form is jointly filed by Lambda, Wexford Capital LP ("Wexford"), Wexford GP LLC ("Wexford GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs"). The reported securities are held directly by Lambda and by Wexford. Wexford serves as manager, investment advisor or sub-advisor of Lambda, and as such may be deemed to share beneficial ownership of the securities beneficially owned by Lambda, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the securities beneficially owned by Lambda, but disclaims such ownership to the extent such beneficial ownership exceeds its pecuniary interest. (continued under Footnote (3) below). ( 3 )(continued from Footnote (2) above) Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any securities beneficially owned by Lambda for which Wexford serves as manager, investment advisor or sub-advisor, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest. ( 4 )As indicated in Footnote (1), the Lambda Warrants were exercised at the temporarily reduced exercise price of $0.20 per share of common stock.

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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