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
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 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*
Evans Daron
(Last) (First) (Middle)
C/O NEPHROS, INC.
380 LACKAWANNA PLACE
(Street)
SOUTH ORANGE NJ 07079
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEPHROS INC [ NEPH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 892,958(1) D
Common Stock 05/14/2018 X 40,000 A $0.3 95,000 I By PoC Capital, LLC(2)
Common Stock 65,666 I By UTMA #1
Common Stock 63,166 I By UTMA #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
Stock Option (Right to Buy) $0.46 (3) 03/26/2024 Common Stock 75,361 75,361 D
Stock Option (Right to Buy) $0.6 (4) 04/15/2025 Common Stock 982,887 982,887 D
Stock Option (Right to Buy) $0.4999 (5) 12/20/2027 Common Stock 837,125 837,125 D
Common Stock Warrants (Right to Buy) $0.3 05/14/2018 X 40,000 06/03/2016 06/03/2021 Common Stock 40,000 $0 0 I By PoC Capital, LLC(2)
Common Stock Warrants (Right to Buy) $0.3 06/03/2016 06/03/2021 Common Stock 10,000 10,000 I By UTMA #1
Common Stock Warrants (Right to Buy) $0.3 06/03/2016 06/03/2021 Common Stock 10,000 10,000 I By UTMA #2
Common Stock Warrants (Right to Buy) $0.3 03/17/2017 03/17/2022 Common Stock 41,666 41,666 I By UTMA #1
Common Stock Warrants (Right to Buy) $0.3 03/17/2017 03/17/2022 Common Stock 41,666 41,666 I By UTMA #2
Explanation of Responses:
1. Includes 180,000 shares of restricted stock that vest on 6/20/18.
2. The Reporting Person is a managing director of the LLC that owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. Fully exercisable.
4. On 4/15/2015, the Reporting Person was granted an option to purchase up to 2,184,193 shares of common stock of the Company. 35% of the shares subject to the option (relating to a total of 764,468 shares) vest quarterly in 16 equal amounts, commencing on 6/30/2015. 15% of the shares subject to the option will vest, if ever, upon the listing of the Company's common stock on Nasdaq, NYSE, or such other exchange as the Board may later determine. The remaining 50% of the shares subject to the option will vest, if ever, upon the Company's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/2015 between the Reporting Person and the Company. The Company achieved the $3,000,000 annual revenue milestone in fiscal year 2017 and options to purchase 218,419 shares vested on 2/1/18.
5. On 12/20/17, the Reporting Person was granted an option to purchase 837,125 shares of common stock of the Company. 25% of the shares subject to the option (relating to a total of 209,282 shares) vest on 12/20/18 and the remaining 75% of the shares subject to the option (relating to a total of 627,843 shares) vest quarterly in 12 equal amounts, commencing on 3/20/19.
Remarks:
/s/ Daron Evans 05/14/2018
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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