SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WEXFORD CAPITAL LLC (Last) (First) (Middle) 411 WEST PUTNAM AVENUE SUITE 125 (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEPHROS INC [ NEP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/14/2007		C(1)		14,381,621	A	$0.706	14,381,621	I	Lambda Investors LLC(2)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series A 10% Secured Convertible Note due 2008	$0.706	11/14/2007		C(1)			$10,153,424(1)	(3)	(4)	Common Stock and a Warrant to Purchase Common Stoc	(5)	(1)	0	I	Lambda Investors LLC(2)
Class D Warrant for the Purchase of Shares of Common Stock	$0.9	11/14/2007		C(1)		7,190,811		11/14/2007	11/14/2012	Common Stock	7,190,811	(1)	7,190,811	I	Lambda Investors LLC(2)

1. Name and Address of Reporting Person* WEXFORD CAPITAL LLC (Last) (First) (Middle) 411 WEST PUTNAM AVENUE SUITE 125 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIDSON CHARLES E (Last) (First) (Middle) 411 WEST PUTNAM AVENUE SUITE 125 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JACOBS JOSEPH (Last) (First) (Middle) 411 WEST PUTNAM AVENUE SUITE 125 (Street) GREENWICH CT (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These transactions reflect the conversion of a Series A 10% Secured Convertible Note due 2008 in the original principal amount of $10,000,000 (the ?Note?) into 14,381,621 shares of common stock and a Class D Warrant to purchase 7,190,811 shares of common stock (the ?Warrant?). The amount due under the Note at the time of conversion, including interest that accrued between the issuance and conversion of the Note, was $10,153,424.66. The Note was converted into common stock at a conversion price of $0.706 per share, and the number of shares underlying the Warrant is equal to 50% of the number of shares of common stock issued upon conversion.

2. The securities reported on this Form 4 are owned by Lambda Investors LLC (?Lambda?). Wexford Capital LLC (?Wexford?), as manager of Lambda, may be deemed to beneficially own the reported securities. Charles E. Davidson (?Davidson?) and Joseph M. Jacobs (?Jacobs?) are the managing members of Wexford. Davidson and Jacobs may also be deemed to beneficially own the reported securities. Wexford, Davidson and Jacobs each disclaims beneficial ownership of the reported securities, and this report shall not be deemed as an admission that they are the beneficial owners of the reported securities except in the case of Davidson and Jacobs to the extent of their interests in each member of Lambda.

3. The Note would only convert on the twenty-first (21st) day after the issuer sent or gave its stockholders a definitive Schedule 14C information statement relating to certain actions taken by stockholders of the issuer by written consent.

4. The maturity date of the Note prior to its conversion was September 19, 2008.

5. Based on the original principal amount of the Note, the Note would have been convertible into 14,164,306 shares of common stock and a warrant to purchase an additional 7,082,153 shares of Common Stock (for a total of 21,246,459 underlying shares of common stock). As a result of the accrual of interest, the Note was actually converted into 14,381,621 shares of common stock and the Warrant to purchase an additional 7,190,811 shares of common stock (for a total of 21,572,432 underlying shares of common stock).

Remarks:

	Arthur Amron, Partner and Secretary of Wexford Capital LLC	11/16/2007
	Joseph Jacobs	11/16/2007
	Charles Davidson	11/16/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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