SEC Form 4 · accession 0001140361-15-045385
NEPHROS INC · NEPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Charles E Davidson
10% Owner
WEXFORD CAPITAL LP
10% Owner
Joseph Jacobs
10% Owner
Lambda Investors LLC
Director · 10% Owner
Wexford GP LLC
10% Owner
Period of report
Dec 18, 2015
Accepted (ET)
Dec 22, 2015 · 5:53 pm EST
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 $0.001F1,F2,F3 | Dec 18, 2015 | X | 2,782,576 | — | A | 29,800,424 | I | Held directly by Lambda Investors LLC |
| Common Stock, par value $0.001F2,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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock WarrantsF1,F2,F3,F4 | $0.40 | Dec 18, 2015 | X | 2,782,576 | D | Mar 11, 2011 | Dec 18, 2019 | Common Stock | 2,782,576 | 0 | I |
Explanation of responses
- F1On December 18, 2015, Nephros, Inc. (the "Company") completed its offer to exercise certain outstanding warrants to purchase shares of the Company's common stock including warrants to purchase an aggregate of 2,782,577 shares of the Company's common stock at an exercise price of $0.40 per share, issued on March 10, 2011 to Lambda Investors LLC ("Lambda") in connection with a private placement financing transaction (the "Lambda Warrants") at a temporarily reduced cash exercise price of $0.20 per share of common stock.
- 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.
- F4As indicated in Footnote (1), the Lambda Warrants were exercised at the temporarily reduced exercise price of $0.20 per share of common stock.