FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Evans Daron		 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
(Last)          (First)          (Middle)

C/O NEPHROS, INC., 380 LACKAWANNA PLACE		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2019
(Street)

SOUTH ORANGE, NJ 07079
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/16/2019  A  9282 (1)A$0 129215 D 
 
Common Stock         8185 I By UTMA #1 
Common Stock         7907 I By UTMA #2 
Common Stock         888 I By UTMA #3 
Common Stock         888 I By UTMA #4 
Common Stock         6111 I By PoC Capital, LLC (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $4.14            (3)3/26/2024 Common Stock 8374  8374 D 
 
Stock Option (Right to Buy) $5.40            (4)4/15/2025 Common Stock 145614  145614 D 
 
Stock Option (Right to Buy) $4.50            (5)12/20/2027 Common Stock 93014  93014 D 
 
Stock Option (Right to Buy) $8.57 12/16/2019  A   20000     (6)12/16/2029 Common Stock 20000 $0 20000 D 
 
Common Stock Warrants (Right to Buy) $2.70           6/3/2016 6/3/2021 Common Stock 1112  1112 I By UTMA #1 
Common Stock Warrants (Right to Buy) $2.70           6/3/2016 6/3/2021 Common Stock 1112  1112 I By UTMA #2 
Common Stock Warrants (Right to Buy) $2.70           3/17/2017 3/17/2022 Common Stock 4630  4630 I By UTMA #1 
Common Stock Warrants (Right to Buy) $2.70           3/17/2017 3/17/2022 Common Stock 4630  4630 I By UTMA #2 
Explanation of Responses:
(1) On December 16, 2019, the Company granted 9,282 shares of restricted stock (the "Restricted Stock") to the Reporting Person in lieu of a cash bonus. The Restricted Stock was granted under the Company's 2015 Equity Incentive Plan. The Restricted Stock vests six months following the grant date.
(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 4/15/15, the Reporting Person was granted an option to purchase up to 242,690 shares of common stock of the Company. Options to purchase 84,941 shares vest quarterly in 16 equal amounts commencing on 6/30/15; options to purchase 36,404 shares vested upon the approval of the listing of the Company's common stock on the Nasdaq Stock Market; and options to purchase 121,345 shares will vest, if ever, upon the Company's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/15 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 24,269 shares vested on 2/1/18.
(5) On 12/20/17, the Reporting Person was granted an option to purchase 93,014 shares of common stock of the Company. Options to purchase 23,253 shares vested on 12/20/18 and options to purchase 69,761 shares vest quarterly in 12 equal amounts commencing on 3/20/19.
(6) On 12/16/19, the Reporting Person was granted an option to purchase 20,000 shares of common stock of the Company. Options to purchase 5,000 shares vest on 12/16/20 and options to purchase 15,000 shares vest quarterly in 12 equal amounts commencing on 3/16/21.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Evans Daron
C/O NEPHROS, INC.
380 LACKAWANNA PLACE
SOUTH ORANGE, NJ 07079		X
President and CEO
Signatures
/s/ Daron Evans12/18/2019
**Signature of Reporting PersonDate