sched13da.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A


Under the Securities Exchange Act of 1934
(Amendment No. 3)*

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)

December 16, 2008
_________________________________________________________________________
(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
 
5,395,427
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
5,395,427
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,395,427
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)
 
13.53%
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
 
5,395,427
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
5,395,427
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,395,427
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)
 
13.53%
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
 
5,395,427
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
5,395,427
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,395,427
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)
 
13.53%
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
 
5,395,427
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
5,395,427
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,395,427
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)
 
13.53%
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
CUSIP No. 640671103
 
1.
Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
 
Enso Global Equities Levered Master Partnership, LP
13-4322632
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 Island
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
 
0
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
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)
 
0%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
 
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Schedule 13D (this "Amendment No. 3") 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") and Amendment 2 thereto filed on November 18, 2008 ("Amendment No. 2") (the Original Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2, is referred to herein as the "Schedule 13D"). This Amendment No. 3 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, Joshua A. Fink and Enso Global Equities Levered Master Partnership, LP (collectively, the "Reporting Persons"). Except as specifically amended by this Amendment No. 3, items in the Schedule 13D are unchanged.
 
Information in this Amendment No. 3 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 December 16, 2008, Enso purchased 1,109,365 shares of Common Stock out of its general funds from Levered in a private transaction discussed below under Item 5.
 
Item 5. Interest in Securities of the Issuer.
 
The last paragraph of Item 5 is hereby amended to add the following:

On December 16, 2008, Levered sold 1,109,365 shares of Common Stock at a price of $0.08 per share to Enso in a privately negotiated transaction.
 

 

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 GLOBAL EQUITIES LEVERED 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 Levered 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:  December 18, 2008