0001140361-14-013403.txt : 20140318
0001140361-14-013403.hdr.sgml : 20140318
20140318195410
ACCESSION NUMBER: 0001140361-14-013403
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140314
FILED AS OF DATE: 20140318
DATE AS OF CHANGE: 20140318
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NEPHROS INC
CENTRAL INDEX KEY: 0001196298
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 133971809
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 41 GRAND AVENUE
CITY: RIVER EDGE,
STATE: NJ
ZIP: 07661
BUSINESS PHONE: 201.343.5202
MAIL ADDRESS:
STREET 1: 41 GRAND AVENUE
CITY: RIVER EDGE,
STATE: NJ
ZIP: 07661
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JACOBS JOSEPH
CENTRAL INDEX KEY: 0001048485
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32288
FILM NUMBER: 14702435
MAIL ADDRESS:
STREET 1: 411 W PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DAVIDSON CHARLES E
CENTRAL INDEX KEY: 0001001391
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32288
FILM NUMBER: 14702436
MAIL ADDRESS:
STREET 1: C/O WEXFORD CAPITAL LP
STREET 2: 411 WEST PUTNAM AVE
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wexford GP LLC
CENTRAL INDEX KEY: 0001472112
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32288
FILM NUMBER: 14702437
BUSINESS ADDRESS:
STREET 1: C/O WEXFORD CAPITAL LP
STREET 2: SUITE 125
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-862-7000
MAIL ADDRESS:
STREET 1: C/O WEXFORD CAPITAL LP
STREET 2: SUITE 125
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WEXFORD CAPITAL LP
CENTRAL INDEX KEY: 0001048462
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32288
FILM NUMBER: 14702438
BUSINESS ADDRESS:
STREET 1: 411 W PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 2038627000
MAIL ADDRESS:
STREET 1: 411 W PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER NAME:
FORMER CONFORMED NAME: WEXFORD CAPITAL LLC
DATE OF NAME CHANGE: 20000817
FORMER NAME:
FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC
DATE OF NAME CHANGE: 19971024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lambda Investors LLC
CENTRAL INDEX KEY: 0001413621
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32288
FILM NUMBER: 14702439
BUSINESS ADDRESS:
STREET 1: C/O WEXFORD CAPITAL LP
STREET 2: 411 WEST PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-862-7000
MAIL ADDRESS:
STREET 1: C/O WEXFORD CAPITAL LP
STREET 2: 411 WEST PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
4
1
doc1.xml
FORM 4
X0306
4
2014-03-14
0
0001196298
NEPHROS INC
NEPH
0001413621
Lambda Investors LLC
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH
CT
06830
0
0
1
0
0001048462
WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH
CT
06830
0
0
1
0
0001472112
Wexford GP LLC
C/O WEXFORD CAPITAL LP
SUITE 125
GREENWICH
CT
06830
0
0
1
0
0001001391
DAVIDSON CHARLES E
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVE.
GREENWICH
CT
06830
0
0
1
0
0001048485
JACOBS JOSEPH
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE, SUITE 125
GREENWICH
CT
06830
0
0
1
0
Common Stock, par value $0.001
2014-03-14
4
J
0
5250264
A
11971940
I
Held directly by Lambda Investors LLC
Common Stock, par value $0.001
2014-03-14
4
J
0
27811
A
124803
I
Held directly by Wexford Capital LP
Class D Warrants
2014-03-14
4
J
0
2935525
A
2007-11-14
2019-03-14
Common Stock
2935525
11742100
I
Held directly by Lambda Investors LCC
On March 14, 2014, Lambda Investors LLC ("Lambda") exercised certain subscription rights certificates received pursuant to a rights offering with Nephros, Inc. (the "Company"), Lambda received 5,250,264 shares of Common Stock at a purchase price of $0.30 per share for a cost of $1,575,079.12.
On March 14, 2014, Wexford Capital LP ("Wexford") exercised certain subscription rights certificates received pursuant to a rights offering with the Company, Wexford received 27,811 shares of Common Stock at a purchase price of $0.30 per share for a cost of $8,343.16. In addition to these shares, since the date of the last group filing, Wexford received 10,834 shares of Common Stock and 39,466 shares of Common which the Company granted to Mr. Arthur Amron and Dr. Paul Mieyal in respect of their service as members of the Board of Directors of the Company. The grant of these shares was reported on Form 4's filed by Mr. Arthur Amron and Dr. Paul Mieyal on August 22, 2013 and January 6, 2014, respectively. Each Form 4 indicated that the shares were assigned to Wexford.
This form is jointly filed by Lambda, Wexford, Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs") and Wexford GP LLC ("Wexford GP"). 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 (4) below).
(continued from Footnote (3) 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.
The 8,806,575 shares of common stock underlying Class D Warrants held by Lambda Investors had an exercise price of $0.40 per share prior to the rights offering. However, the Class D Warrants contained full ratchet anti-dilution protection provisions, which were triggered in connection with the rights offering. The Class D Warrant provides that if Nephros, Inc. conducts a rights offering, then the number of shares of common stock for which the Class D Warrant was exercisable immediately after the rights offering shall be adjusted to equal the number of shares which a record holder of the same number of shares of common stock for which the Class D Warrant was exercisable immediately prior to the rights offering would own or be entitled to receive after the rights offering. Therefore, the number of Class D Warrants were adjusted from 8,806,575 to 11,742,100.(continued under Footnote (6) below).
(continued from Footnote (5) above) Additionally, the Class D Warrant further provides that the per share exercise price in effect immediately prior to the rights offering shall be adjusted to equal (A) the per share exercise price in effect immediately prior to the rights offering multiplied by (B) the number of shares of common stock for which the Class D Warrant was exercisable immediately prior to the rights offering divided by (C) the number of shares of common stock for which the Class D Warrant was exercisable immediately after such adjustment. Therefore, the exercise price per share of the Class D Warrants was also adjusted from $0.40 to $0.30 per share. Nephros, Inc. agreed to amend the expiration date of the existing Class D Warrants held by Lambda Investors from March 10, 2017 to March 14, 2019.
Lambda Investors LLC By: Arthur Amron, Vice President and Assistant Secretary
2014-03-18
Wexford Capital LP, By: Wexford GP LLC, its general partner By Arthur Amron, Vice President and Assistant Secretary
2014-03-18
Wexford GP LLC, By Arthur Amron, Vice Presidentand Assistant Secretary
2014-03-18
Charles E. Davidson
2014-03-18
Joseph M. Jacobs
2014-03-18