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"
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Nephros,
Inc.
______________________________________________________________________________
(Name of Issuer)
Common
Stock $0.001 PAR VALUE
______________________________________________________________________________
(Title
of Class of Securities)
640671103
______________________________________________________________________________
(CUSIP
Number)
Salina
Love
Enso
Capital Management LLC
540
Madison Avenue, 18th
Floor
New
York, NY 10022
With
a copy to:
Richard
Prins
Skadden,
Arps, Slate, Meagher & Flom LLP
4
Times Square
New
York, NY 10036
(212)
735-3000
____________________________________________________________________
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May
19, 2009
_________________________________________________________________________
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Section 240.13d-7 for other parties to whom copies
are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
CUSIP
No. 640671103
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Enso
Global Equities Master Partnership, LP
75-3065586
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[x]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
Source
of Funds (See Instructions)
OO
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
||
|
6.
|
Citizenship
or Place of Organization
Cayman
Islands
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
|
|
8.
|
Shared
Voting Power
2,112,232
|
||
|
9.
|
Sole
Dispositive Power
0
|
||
|
10.
|
Shared
Dispositive Power
2,112,232
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,112,232
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[x]
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.30%
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
||
CUSIP
No. 640671103
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Enso
Capital Management, Ltd.
(no
I.R.S. Identification No.)
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[x]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
Source
of Funds (See Instructions)
OO
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
||
|
6.
|
Citizenship
or Place of Organization
Cayman
Islands
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
|
|
8.
|
Shared
Voting Power
2,112,232
|
||
|
9.
|
Sole
Dispositive Power
0
|
||
|
10.
|
Shared
Dispositive Power
2,112,232
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,112,232
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[x]
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.30%
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
||
CUSIP
No. 640671103
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Enso
Capital Management LLC
41-2025458
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[x]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
Source
of Funds (See Instructions)
OO
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
|
|
8.
|
Shared
Voting Power
2,112,232
|
||
|
9.
|
Sole
Dispositive Power
0
|
||
|
10.
|
Shared
Dispositive Power
2,112,232
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,112,232
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[x]
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.30%
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
||
CUSIP
No. 640671103
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Joshua
A. Fink
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[x]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
Source
of Funds (See Instructions)
OO
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
||
|
6.
|
Citizenship
or Place of Organization
United
States
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
|
|
8.
|
Shared
Voting Power
2,112,232
|
||
|
9.
|
Sole
Dispositive Power
0
|
||
|
10.
|
Shared
Dispositive Power
2,112,232
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,112,232
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[x]
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.30%
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
||
Pursuant
to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended,
this Schedule 13D (this "Amendment No. 5") amends the Schedule 13D originally
filed with the United States Securities and Exchange Commission on September 25,
2007 (the "Original Schedule 13D"), as amended by Amendment 1 thereto filed on
May 27, 2008 ("Amendment No. 1"), Amendment 2 thereto filed on November 18, 2008
("Amendment No. 2"), Amendment 3 thereto filed on December 29, 2008 ("Amendment
No. 3") and Amendment 4 thereto filed on May 15, 2009 ("Amendment No. 4") (the
Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment
No. 3 and Amendment 4, is referred to herein as the "Schedule
13D"). This Amendment No. 5 relates to the shares of the common
stock, par value $0.001 per share (the "Common Stock"), of Nephros, Inc., a
Delaware corporation (the "Company"), owned by Enso Global Equities Master
Partnership, LP, Enso Capital Management, Ltd., Enso Capital Management LLC and
Joshua A. Fink (collectively, the "Reporting Persons"). Except as
specifically amended by this Amendment No. 5, items in the Schedule 13D are
unchanged.
Information
in this Amendment No. 5 with respect to each of the Reporting Persons is given
solely by that particular Reporting Person, and none of the other Reporting
Persons has any responsibility for the accuracy or completeness of information
with respect to any other Reporting Person. Capitalized terms used
herein that are not defined herein have the meanings ascribed to them in the
Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 is hereby amended to add the following:
On
May 15, 2009, Enso sold 167,496 Common Shares in open market transactions and
the Reporting Persons sold on behalf of investor accounts under management by
the Reporting Persons 32,504 Common Shares in open market
transactions. On May 18, 2009, Enso sold 15,996 Common Shares in open
market transactions and the Reporting Persons sold on behalf of investor
accounts under management by the Reporting Persons 3,104 Common Shares in open
market transactions. On May 19, 2009, Enso sold 175,871 Common Shares
in open market transactions and the Reporting Persons sold on behalf of investor
accounts under management by the Reporting Persons 34,129 Common Shares in open
market transactions.
Item
5. Interest in Securities of the Issuer.
The first paragraph of Item 5 is hereby
amended as follows:
The aggregate number and percentage of
shares of Common Stock beneficially owned by each of the Reporting Persons
calculated as described below are as follows:
(a) Amount beneficially owned:
2,112,232
(b) Percent of class:
5.30%
(c) Number of shares as to which the
person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct
the vote: 2,112,232
(iii) Sole power to dispose or to
direct the disposition of: 0
(iv) Shared power to dispose or to
direct the disposition of: 2,112,232
The
last paragraph of Item 5 is hereby amended and restated as follows:
Except as set forth above and in
Amendment No. 4, the Reporting Persons have not effected any transactions in the
Common Stock during the 60 days preceding the date of this
Statement.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth herein
is true, complete and correct.
|
ENSO
GLOBAL EQUITIES MASTER PARTNERSHIP, LP
|
|
|
By:
|
/s/
Joshua A. Fink
|
|
Name: Joshua
A. Fink
|
|
|
Title:
Director of Enso Capital Management, Ltd.
(general partner of Enso Global Equities Master Partnership,
LP)
|
|
ENSO
CAPITAL MANAGEMENT, LTD.
|
|
|
By:
|
/s/
Joshua A. Fink
|
|
Name: Joshua
A. Fink
|
|
|
Title:
Director
|
|
ENSO
CAPITAL MANAGEMENT LLC
|
|
|
By:
|
/s/
Joshua A. Fink
|
|
Name: Joshua
A. Fink
|
|
|
Title: Chief
Executive Officer and Chief Investment
Officer
|
|
JOSHUA
A. FINK
|
|
|
By:
|
/s/
Joshua A. Fink
|
|
Name: Joshua
A. Fink
|
|
Dated: May
20, 2009