0001181431-11-018020.txt : 20110314
0001181431-11-018020.hdr.sgml : 20110314
20110314215248
ACCESSION NUMBER: 0001181431-11-018020
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110310
FILED AS OF DATE: 20110314
DATE AS OF CHANGE: 20110314
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: 11687002
MAIL ADDRESS:
STREET 1: 411 W PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
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: DAVIDSON CHARLES E
CENTRAL INDEX KEY: 0001001391
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32288
FILM NUMBER: 11687003
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 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: 11687004
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: 11687005
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
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: 11687001
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
4
1
rrd305441.xml
FORM 4
X0303
4
2011-03-10
0
0001196298
NEPHROS INC
NEP
0001413621
Lambda Investors LLC
411 WEST PURNAM AVENUE
SUITE 125
GREENWICH
CT
06830
1
0
1
0
0001048462
WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH
CT
06830
0
0
1
0
0001001391
DAVIDSON CHARLES E
411 WEST PURNAM AVENUE
SUITE 125
GREENWICH
CT
06830
0
0
1
0
0001048485
JACOBS JOSEPH
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH
CT
06830
0
0
1
0
0001472112
Wexford GP LLC
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH
CT
06830
0
0
1
0
Common Stock, par value $0.001 per share
2011-03-10
4
A
0
3009711
0
A
3728792
I
Held directly by Lambda Investors LLC
Common Stock Warrants (right to buy)
0.40
2011-03-10
4
A
0
60194226
0
A
2011-03-10
2016-03-09
Common Stock, par value $0.001 per share
2782578
60194226
I
Held directly by Lambda Investors LLC
Class D Common Stock Warrants (right to buy)
0.40
2011-03-10
4
D
0
0
0
D
2007-11-14
2012-11-14
Common Stock, par value $0.001 per share
7372749
0
I
Held directly by Lambda Investors LLC
Class D Common Stock Warrants (right to buy)
0.40
2011-03-10
4
D
0
0
0
D
2012-11-14
Common Stock, par value $0.001 per share
8806575
0
I
Held directly by Lambda Investors LLC
Class D Common Stock Warrants (right to buy)
0.40
2011-03-10
4
A
0
0
0
A
2016-03-09
Common Stock, par value $0.001 per share
8806575
0
I
Held directly by Lambda Investors LLC
On March 10, 2011, Lambda Investors LLC ("Lambda") purchased, pursuant to a purchase agreement (the "Purchase Agreement") with Nephros, Inc. (the "Issuer"), 60,194,226 units ("Units") for a purchase price of $0.02 per Unit. Each Unit consists of one share of common stock, par value $0.001 per share ("Common Stock"), of the Issuer and one warrant to purchase 0.924532845 shares of Common Stock at an exercise price of $0.02 per share until March 9, 2016. As a result of this transaction, Lambda acquired 60,194,226 shares of Common Stock and warrants to purchase 55,651,575 shares of Common Stock.
On March 11, 2011, the Issuer effected a 1-for-20 reverse stock split (the "Reverse Stock Split"). After giving effect to the Reverse Stock Split, the numbers of shares and warrants acquired by Lambda in the transaction described in Footnote 1 were automatically adjusted to 3,009,711 shares of Common Stock and warrants to purchase 2,782,578 shares of Common Stock at an exercise price of $0.40 per share.
The securities reported on this Form 4 are owned by Lambda. Wexford Capital LP ("Wexford Capital"), as managing member of Lambda, and Wexford GP LLC ("Wexford GP"), as general partner of Wexford Capital, may be deemed to beneficially own the reported securities. Charles E. Davidson ("Davidson"), the Chairman and a managing member of Wexford GP, and Joseph M. Jacobs ("Jacobs"), the President and a managing member of Wexford GP, may also be deemed to beneficially own the reported securities. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the reported securities, and this report shall not be deemed to be an admission that any of Wexford Capital, Wexford GP, Davidson or Jacobs is the beneficial owner of the reported securities except in the case of Davidson and Jacobs to the extent of their respective interests in each member of Lambda.
On March 10, 2011, the Issuer completed a rights offering to its existing stockholders except Lambda which triggered the full-ratchet anti-dilution provisions of the Class D warrants ("Class D Warrants") to purchase Common Stock. As a result, the 7,190,811 Class D Warrants held by Lambda became exercisable for 323,586,495 shares of Common Stock at an exercise price of $0.02 per share. In connection with the rights offering and the Purchase Agreement, Lambda surrendered for cancellation Class D Warrants to purchase 147,454,988 shares of Common Stock (or 7,372,749 shares after giving effect to the Reverse Stock Split). After giving effect to the Reverse Stock Split and the anti-dilution provisions, Lambda's remaining Class D Warrants are exercisable for 8,806,575 shares of Common Stock at an exercise price of $0.40 per share.
In connection with the transactions described in Footnotes 1 and 4, the terms of the remaining Class D Warrants held by Lambda to purchase 8,806,575 shares of Common Stock (after giving effect to the Reverse Stock Split) were amended so that such remaining Class D Warrants expire on March 9, 2016, which is the same expiration date as the warrants issued in the rights offering and under the Purchase Agreement.
/s/ Arthur Amron, Vice President and Assistant Secretary of Lambda Investors LLC
2011-03-14
/s/ Arthur Amron, Vice President and Assistant Secretary of Wexford Capital LP
2011-03-14
/s/ Charles E. Davidson
2011-03-14
/s/ Joseph M. Jacobs
2011-03-14
/s/ Arthur Amron, Vice President and Assistant Secretary of Wexford GP LLC
2011-03-14