SEC Form 4 · accession 0000914190-17-000112

NEPHROS INC · NEPH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Daron Evans

Officer — President and CEO · Director

Period of report

Mar 17, 2017

Accepted (ET)

Mar 21, 2017 · 5:52 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001196298

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Mar 17, 2017	P$0	41,666	—	A	41,666	I	By UTMA #1
Common Stock^F2	Mar 17, 2017	P$0	41,666	—	A	41,666	I	By UTMA #2
Common Stock^F1	holding	—	—		—	561,661	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Stock Warrants (Right to Buy)^F2	$0.30	Mar 17, 2017	P	41,666	A	Mar 17, 2017	Mar 17, 2022	Common Stock	41,666	41,666	I
Common Stock Warrants (Right to Buy)^F2	$0.30	Mar 17, 2017	P	41,666	A	Mar 17, 2017	Mar 17, 2022	Common Stock	41,666	41,666	I
Stock Option (Right to Buy)^F3	$0.46	holding	—	—	—	—	Mar 26, 2024	Common Stock	75,361	75,361	D
Stock Option (Right to Buy)^F4	$0.60	holding	—	—	—	—	Apr 15, 2025	Common Stock	764,468	764,468	D
Common Stock Warrants (Right to Buy)^F5	$0.30	holding	—	—	—	Jun 3, 2016	Jun 3, 2021	Common Stock	40,000	40,000	I
Common Stock Warrants (Right to Buy)	$0.30	holding	—	—	—	Jun 3, 2016	Jun 3, 2021	Common Stock	10,000	10,000	I
Common Stock Warrants (Right to Buy)	$0.30	holding	—	—	—	Jun 3, 2016	Jun 3, 2021	Common Stock	10,000	10,000	I

Explanation of responses

F1Includes 9,165 shares of restricted stock that vest on June 14, 2017 and 213,068 shares of restricted stock that vest on June 23, 2017.
F2The reported securities have a purchase price of $0.30 per share of Common Stock. In addition, the reporting person indirectly received a Warrant to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock otherwise purchased. The reporting person indirectly purchased 41,666 shares of Common Stock and was indirectly issued a related Warrant to acquire up to 41,666 shares of Common Stock.
F3Fully exercisable.
F4On 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.
F5The 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.