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 *
PERSEN MALCOLM C
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O NEPHROS, INC., 41 GRAND AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
08/24/2016
(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 08/24/2016   A   113,636 (1) A $ 0 151,605 (2) D  
Common Stock               31,160 I By spouse

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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
Warrants (right to buy) $ 0.85             05/12/2015 05/18/2020 Common Stock 15,580   15,580 I By spouse
Stock Option (Right to Buy) $ 0.79               (3) 05/07/2025 Common Stock 56,981   56,981 D  
Stock Option (Right to Buy) $ 0.4 08/24/2016   A   33,880     (4) 08/24/2026 Common Stock 33,880 $ 0 33,880 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PERSEN MALCOLM C
C/O NEPHROS, INC.
41 GRAND AVENUE
RIVER EDGE, NJ 07661		   X      

Signatures

 /s/ Amanda Lorentz as attorney-in-fact for Malcolm Persen pursuant to power of attorney previously filed.   08/26/2016
**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) On August 24, 2016, the Company granted 73,864 shares of restricted stock of the Company (the "Restricted Stock") in lieu of $40,000 in cash fees payable to Mr. Persen in respect of his services as a member of the Board of Directors of the Company. The Restricted Stock was granted under the Company's 2015 Equity Incentive Plan (the "2015 Plan"). The Restricted Stock vests 6 months following the grant date.
(2) Due to an administrative error, the Reporting Person's Form 4 filed in September 2015 reported the dollar value of his grant instead of the number of shares actually granted (37,969) and this report accurately reflects the Reporting Person's total direct ownership.
(3) The options vest as to 18,994 shares on each of 5/7/15 and 5/7/16 and as to 18,993 shares on 5/7/17.
(4) On August 24, 2016, the Company granted an option to purchase 33,880 shares of common stock of the Company (the "Option") in respect of the service by Mr. Persen as a member of the Board of Directors of the Company. The Option was granted under the 2015 Plan. This option vests as to 11,294 shares on 8/24/16 and as to 11,293 shares on each of 8/24/17 and 8/24/18.

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