Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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) 3/12/2020
(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	3/12/2020		P		2500	A	$6.65	134215	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 (1)

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: 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)	$4.14							(2)	3/26/2024	Common Stock	8374		8374	D
Stock Option (Right to Buy)	$5.40							(3)	4/15/2025	Common Stock	242690		242690	D
Stock Option (Right to Buy)	$4.50							(4)	12/20/2027	Common Stock	93014		93014	D
Stock Option (Right to Buy)	$8.57							(5)	12/16/2029	Common Stock	20000		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)	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.
(2)	Fully exercisable.
(3)	On 4/15/15, the Reporting Person was granted an option to purchase 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 on 8/9/19; and options to purchase 121,345 shares vested upon achievement of previously disclosed performance measures.
(4)	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.
(5)	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
	Director	10% Owner	Officer	Other
Evans Daron C/O NEPHROS, INC. 380 LACKAWANNA PLACE SOUTH ORANGE, NJ 07079	X		President and CEO

Signatures
/s/ Daron Evans		3/12/2020
**Signature of Reporting Person		Date