|
1)
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AFS
Holdings One LLC
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2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
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3)
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SEC
USE ONLY
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4)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
None
|
||
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6)
|
SHARED
VOTING POWER
None
|
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7)
|
SOLE
DISPOSITIVE POWER
None
|
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8)
|
SHARED
DISPOSITIVE POWER
None
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
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|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
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|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
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12)
|
TYPE
OF REPORTING PERSON
OO
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|
Item
1(a).
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Name
of Issuer:
|
|
|
Nephros,
Inc.
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
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Item
2(d).
|
Title
of Class of Securities:
|
|
|
Common
Stock, par value $0.001 per share
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
640671103
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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)
|
|
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(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)
|
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Item
4.
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Ownership.
|
|
|
(a)
|
Amount
beneficially owned: None
|
|
|
(b)
|
Percent
of class: 0%
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the
vote: None
|
|
|
(ii)
|
Shared
power to vote or to direct the
vote: None
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of: None
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of: None
|
|
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
|
|
|
Not
applicable
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
Not
applicable
|
|
Item
10.
|
Certification.
|
|
Date:
February 1, 2010
|
AFS
HOLDINGS ONE LLC
|
|
By: /s/ Barry F.
Schwartz
|
|
|
Name: Barry
F. Schwartz
|
|
|
Title: Sole
Member
|
|