Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Under
the Securities Exchange Act of 1934
SCHEDULE
13G
INFORMATION
STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)
Nephros,
Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
640671103
(CUSIP
Number)
December
31,
2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
ý Rule
13d-1(d)
SCHEDULE
13G
CUSIP No.
640671103
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald
O. Perelman
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
389,841
|
||
|
6)
|
SHARED
VOTING POWER
None
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
389,841
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
None
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,841
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
IN
|
|||
SCHEDULE
13G
CUSIP No.
640671103
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacAndrews
& Forbes Group, LLC
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
389,841
|
||
|
6)
|
SHARED
VOTING POWER
None
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
389,841
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
None
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,841
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
OO
|
|||
Schedule
13G
|
Item
1(a).
|
Name
of Issuer:
|
Nephros,
Inc.
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
41 Grand Avenue
River Edge,
NJ 07661
Item
2(a). Name of Person
Filing: See Item 4
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
|
|
See
Item 4
|
|
Item
2(c).
|
Citizenship: See the
responses to Item 4 on the attached Cover
Pages
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|
|
Common
Stock, par value $.001 per share
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
640671103
|
|
Item
3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or
(c), check whether the person filing is
a:
|
|
|
(a)
|
¨
|
Broker
or Dealer Registered Under Section 15 of the Act (15 U.S.C.
78o)
|
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
|
|
|
(c)
|
¨
|
Insurance
Company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c)
|
|
|
(d)
|
¨
|
Investment
Company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8)
|
|
|
(e)
|
¨
|
Investment
Adviser in accordance with §
240.13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
¨
|
Employee
benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F)
|
|
|
(g)
|
¨
|
Parent
Holding Company or control person in accordance with
§240.13d-1(b)(ii)(G)
|
|
|
(h)
|
¨
|
Savings
Association as defined in §3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813)
|
|
|
(i)
|
¨
|
Church
plan that is excluded from the definition of an investment company under
§3(c)(15) of the Investment Company Act of 1940 (15 U.S.C.
80a-3)
|
|
|
(j)
|
¨
|
Group,
in accordance with
§240.13d-1(b)(ii)(J)
|
|
Item
4.
|
Ownership.
|
MacAndrews
& Forbes Group, LLC (“MacAndrews & Forbes Group”) beneficially owns
389,841 shares of Common Stock, representing approximately 1.0% of the issued
and outstanding shares. As the indirect sole member of MacAndrews
& Forbes Group, Ronald O. Perelman may be deemed to beneficially own the
389,841 shares of Common Stock owned by MacAndrews & Forbes Group,
representing approximately 1.0% of the issued and outstanding
shares. Each of MacAndrews & Forbes Group and Mr. Perelman has
sole voting and dispositive power over such shares. The principal
business address of MacAndrews & Forbes Group and Mr. Perelman is 35 E. 62nd
Street, New York, New York, 10065.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the
following ý
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
|
|
Not
applicable
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
|
|
Not
applicable
|
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
|
|
Not
applicable
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
Not
applicable
|
|
Item
10.
|
Certification.
|
Not
applicable
&#
xA0;
SIGNATURE
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
February 13, 2009
Date
/s/ Ronald O. Perelman
Ronald
O. Perelman
MACANDREWS & FORBES
GROUP, LLC
By: /s/ Barry F.
Schwartz
Name: Barry F.
Schwartz
Title:
Executive Vice Chairman