FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AzurRx BioPharma, Inc. [ AZRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/11/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/16/2018 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/11/2018 | M | 8,640 | A | $2.5 | 291,766(1) | D | |||
Common Stock | 01/11/2018 | M | 13,680 | A | $2.5 | 305,446(1) | D | |||
Common Stock | 01/11/2018 | M | 13,680(2) | A | $2.5 | 319,126(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | $2.5(3) | 01/11/2018 | M | 13,680(2) | 10/14/2014 | 04/12/2020 | Common Stock | 13,680 | $0 | 0 | D | ||||
Warrants | $2.5(3) | 01/11/2018 | M | 13,680 | 03/12/2015 | 09/08/2020 | Common Stock | 13,680 | $0 | 0 | D | ||||
Warrants | $2.5(4) | 01/11/2018 | M | 8,640 | 10/14/2016 | 10/13/2021 | Common Stock | 8,640 | $0 | 28,474(5) | D |
Explanation of Responses: |
1. The 7,500 shares issued to the Reporting Person on December 20, 2017 in connection with his services on the Issuer's Board of Directors were inadvertently omitted from the Reporting Person's holdings after the reported transactions on his original Form 4, and also omitted from one Form 4 filed by the Reporting Person after his original Form 4 was filed. |
2. These shares were inadvertently reported as being held indirectly by the Reporting Person's spouse on the Reporting Person's original Form 4. However, such shares are held jointly by the Reporting Person and his spouse, and therefore have been aggregated with the Reporting Person's direct holdings. The same error was included in one Form 4 filed by the Reporting Person after his original Form 4 was filed. |
3. On January 11, 2018, the Reporting Person exercised warrants reported herein pursuant to a warrant repricing letter by and between the Reporting Person and Issuer (the "Exercise Letter"). Under the terms of the Exercise Letter, the Issuer reduced the exercise price of these warrants from $5.58 per share to $2.50 per share. |
4. Under the terms of the Exercise Letter, the Issuer reduced the exercise price of 8,640 warrants from $5.50 per share to $2.50 per share, and agreed to amend the remaining 28,474 warrants to reduce the exercise price to $3.25 per share. |
5. As noted in Note 2 above, the Issuer has agreed to amend the remaining warrants to reduce the exercise price rom $5.50 to $3.25 per share. |
/s/ Ed Borkowski | 07/26/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |