Edgar Filing: Wyman Kevin

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Southpaw Asset Management LP

2. Issuer Name and Ticker or Trading Symbol
NEPHROS INC [NEPHD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2 GREENWICH OFFICE PARK

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2011

(Street)

GREENWICH, CT 06831

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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, par value $0.001 per share	03/10/2011		P		520,242 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	525,079 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrants

$ 0.4 ⁽²⁾ ⁽³⁾

03/10/2011

10,404,862 ⁽²⁾ ⁽³⁾

03/10/2011

03/10/2016

Common Stock, par value $0.001 per share

480,981 ⁽²⁾ ⁽³⁾

⁽²⁾ ⁽³⁾

10,404,862 ⁽²⁾ ⁽³⁾

See Footnote ⁽¹⁾

Class D Warrants

$ 0.4 ⁽⁴⁾

03/10/2011

1 ⁽⁴⁾

03/10/2011

11/14/2012

Common Stock, par value $0.001 per share

285,489 ⁽⁴⁾

⁽⁴⁾

1 ⁽⁴⁾

See Footnote ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Southpaw Asset Management LP 2 GREENWICH OFFICE PARK GREENWICH, CT 06831		X
Southpaw Credit Opportunity Master Fund, L.P. 2 GREENWICH OFFICE PARK GREENWICH, CT 06831		X
Southpaw Holdings LLC 2 GREENWICH OFFICE PARK GREENWICH, CT 06831		X
Wyman Kevin 2 GREENWICH OFFICE PARK GREENWICH, CT 06831		X
Golden Howard 2 GREENWICH OFFICE PARK GREENWICH, CT 06831		X

Signatures

See Exhibit 99.1		03/24/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	See Exhibit 99.1
(2)	See Exhibit 99.1
(3)	See Exhibit 99.1
(4)	See Exhibit 99.1

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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