SEC Form 4 · accession 0001140361-15-036524

NEPHROS INC · NEPH

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

Reporting owner

Lambda Investors LLC

Director · 10% Owner

Period of report

Sep 29, 2015

Accepted (ET)

Oct 1, 2015 · 6:12 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, par value $0.001^F1,F2,F3	Sep 29, 2015	X	11,742,100	—	A	27,017,848	I	Held directly by Lambda Investors LLC
Common Stock, par value $0.001^F2,F3	holding	—	—		—	190,446	I	Held directly by Wexford Capital LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class D Warrants^F2,F3	$0.30	Sep 29, 2015	D	11,742,100	D	Nov 14, 2007	Dec 18, 2019	Common Stock	11,742,100	0	I
Class D Warrants (Common Stock)^F2,F3	$0.15	Sep 29, 2015	A	11,742,100	A	Nov 14, 2007	Dec 18, 2019	Common Stock	11,742,100	11,742,100	I
Class D Warrants^F1,F2,F3	$0.15	Sep 29, 2015	X	11,742,100	D	Nov 14, 2007	Dec 18, 2019	Common Stock	11,742,100	0	I
Common Stock Warrants^F2,F3	$0.40	holding	—	—	—	Mar 11, 2011	Dec 18, 2019	Common Stock	2,782,576	2,782,576	I
Non Qualified Stock Options (right to buy)^F2,F3,F5	—	holding	—	—	—	—	—	Common Stock	142,964	142,964	I

Explanation of responses

F1On September 29, 2015, Nephros, Inc. (the "Company") entered into a Warrant Amendment and Exercise Agreement (the "Amendment") with Lambda Investors LLC ("Lambda"). Pursuant to the Amendment, the Company agreed to reduce the current exercise price of the Class D Warrant issued to Lambda on November 14, 2007 (together with all amendments thereto entered into prior to the Amendment, the "Warrant") representing the right to purchase 11,742,100 shares of the Company's common stock by 50%, to $0.15 per share, in exchange for Lambda's agreement to exercise such Warrant in its entirety. Upon exercise of the Warrant, the Company issued 11,742,100 shares of common stock to Lambda and received approximately $1.76 million in cash proceeds from Lambda.
F2This form is jointly filed by Lambda, Wexford Capital LP ("Wexford"), Wexford GP LLC ("Wexford GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs"). 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 (3) below).
F3(continued from Footnote (2) 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.
F4The two reported transactions resulted from the reduction of the exercise price, as per the Amendment described in Footnote 1. Such change in the exercise price resulted in the deemed cancellation of the originally issued old warrant and the issuance of a replacement warrant.
F5On March 26, 2014, the Company granted an option to purchase 26,598 shares of common stock of the Company (the "Options") to each of Arthur Amron and Dr. Paul Mieyal in respect of their service as members of the Board of Directors of the Company. The Options were granted under the Company's 2004 Stock Incentive Plan. At the request of Mr. Amron and Dr. Mieyal, the Options were granted to Wexford Capital LP. The Options vested immediately upon the grant date with respect to one-third of the shares. The remainder of the Options vest in equal annual installments on each of the first and second anniversaries of the grant date. These Options, as well as all the other options issued to Mr. Amron and Dr. Mieyal, were reported on Form 4's by Mr. Amron and Dr. Mieyal indicating that all such options were assigned to Wexford Capital LP.