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 *
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., 41 GRAND AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
03/17/2017
(Street)

RIVER EDGE, NJ 07661		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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               561,661 (1) D  
Common Stock 03/17/2017   P   41,666 A (2) 41,666 I By UTMA #1
Common Stock 03/17/2017   P   41,666 A (2) 41,666 I By UTMA #2

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 0.46               (3) 03/26/2024 Common Stock 75,361   75,361 D  
Stock Option (Right to Buy) $ 0.6               (4) 04/15/2025 Common Stock 764,468   764,468 D  
Common Stock Warrants (Right to Buy) $ 0.3             06/03/2016 06/03/2021 Common Stock 40,000   40,000 I By PoC Capital, LLC (5)
Common Stock Warrants (Right to Buy) $ 0.3             06/03/2016 06/03/2021 Common Stock 10,000   10,000 I By UTMA #1
Common Stock Warrants (Right to Buy) $ 0.3             06/03/2016 06/03/2021 Common Stock 10,000   10,000 I By UTMA #2
Common Stock Warrants (Right to Buy) $ 0.3 03/17/2017   P   41,666   03/17/2017 03/17/2022 Common Stock 41,666 (2) 41,666 I By UTMA #1
Common Stock Warrants (Right to Buy) $ 0.3 03/17/2017   P   41,666   03/17/2017 03/17/2022 Common Stock 41,666 (2) 41,666 I By UTMA #2

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Evans Daron
C/O NEPHROS, INC.
41 GRAND AVENUE
RIVER EDGE, NJ 07661		   X     President and CEO  

Signatures

 /s/ Daron Evans   03/21/2017
**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) Includes 9,165 shares of restricted stock that vest on June 14, 2017 and 213,068 shares of restricted stock that vest on June 23, 2017.
(2) The reported securities have a purchase price of $0.30 per share of Common Stock. In addition, the reporting person indirectly received a Warrant to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock otherwise purchased. The reporting person indirectly purchased 41,666 shares of Common Stock and was indirectly issued a related Warrant to acquire up to 41,666 shares of Common Stock.
(3) Fully exercisable.
(4) On 4/15/2015, the Reporting Person was granted an option to purchase up to 2,184,193 shares of common stock of the Company. 35% of the shares subject to the option (relating to a total of 764,468 shares) vest quarterly in 16 equal amounts, commencing on 6/30/2015. 15% of the shares subject to the option will vest, if ever, upon the listing of the Company's common stock on NASDAQ, NYSE, or such other exchange as the Board may later determine. The remaining 50% of the shares subject to the option will vest, if ever, upon the Company's achievement of certain annual revenue milestones as specified in that certain Employment Agreement dated 4/15/2015 between the Reporting Person and the Company.
(5) 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.

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