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