SEC FORM 4

SEC Form 4

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^*

Ross Edmund Burke Jr.

(Last)

(First)

(Middle)

C/O JDJ FAMILY OFFICE SERVICES

PO BOX 962049

(Street)

BOSTON

02196

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AzurRx BioPharma, Inc. [ AZRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Convertible Note Due 2019	$2.5	02/14/2019		P		1,000,000⁽¹⁾		⁽²⁾	⁽²⁾	Common Stock⁽³⁾	400,000⁽⁴⁾	$1,000,000⁽¹⁾	1,000,000⁽¹⁾	I⁽⁵⁾	owned by ADEC Private Equity Investments, LLC
10% Convertible Note Due 2020	$2.5	02/14/2019		P		1,000,000⁽¹⁾		⁽⁶⁾	⁽⁶⁾	Common Stock⁽³⁾	400,000⁽⁴⁾	$1,000,000⁽¹⁾	1,000,000⁽¹⁾	I⁽⁵⁾	owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2020	$5.58	02/14/2019		H			273,598	⁽⁷⁾	05/04/2021	Common Stock⁽³⁾	273,598	⁽⁸⁾	0	I⁽¹⁾⁽⁹⁾	owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2020	$1.5	02/14/2019		P		273,598		02/14/2019	05/04/2021	Common Stock⁽³⁾	273,598	⁽⁸⁾	273,598	I⁽¹⁾⁽⁹⁾	owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2021	$5.5	02/14/2019		H			371,143	04/13/2017	10/14/2021	Common Stock⁽³⁾	371,143	⁽⁸⁾	0	I⁽¹⁾⁽⁹⁾	owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2021	$1.5	02/14/2019		P		371,143		02/14/2019	10/14/2021	Common Stock⁽³⁾	371,143	⁽⁸⁾	371,143	I⁽¹⁾⁽⁹⁾	owned by ADEC Private Equity Investments, LLC
EBR Warrants Expiring 2020	$5.5	02/14/2019		H			100,000⁽¹⁰⁾	12/05/2017	06/05/2022	Common Stock⁽³⁾	75,000	⁽⁸⁾	0	I⁽¹⁾⁽⁹⁾	owned by EBR Ventures, LLC
EBR Warrants Expiring 2020	$1.5	02/14/2019		P		100,000⁽¹⁰⁾		02/14/2019	06/05/2022	Common Stock⁽³⁾	75,000	⁽⁸⁾	75,000	I⁽¹⁾⁽⁹⁾	owned by EBR Ventures, LLC
CEDA Warrants Expiring 2020	$5.5	02/14/2019		H			21,429	12/05/2017	06/05/2022	Common Stock⁽³⁾	21,429	⁽⁸⁾	0	I⁽¹⁾⁽⁹⁾	owned by CEDA Investments, LLC
CEDA Warrants Expiring 2020	$1.5	02/14/2019		P		21,429		02/14/2019	06/05/2022	Common Stock⁽³⁾	21,429	⁽⁸⁾	21,429	I⁽¹⁾⁽⁹⁾	owned by CEDA Investments, LLC

Explanation of Responses:

1. Mr. Ross is the manager and holds sole voting and dispositive power over the shares of common stock and each of ADEC Private Equity Investment, LLC, EBR Ventures, LLC, and CEDA Investments, LLC disclaims beneficial ownership of such securities underlying the warrants, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that any of ADEC Private Equity Investment, LLC, EBR Ventures, LLC, or CEDA Investments, LLC is the beneficial owner of such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Mr. Ross disclaims beneficial ownership of the securities described in this footnote except to the extent of his pecuniary interest.

2. Exercisable at any time prior to the earlier to occur of (i) ten Business Days following the receipt by AzurRx BioPharma, Inc. (the "Issuer") or AzurRx BioPharma SAS of the French research and development tax credits for the 2018 tax year, which the Company or ABS is expected to receive within nine months following December 31, 2018 or (ii) December 23, 2019.

3. Common Stock of the Issuer.

4. Represents the number of shares of common stock issuable upon conversion of the principal amount of the convertible note at the initial conversion price of the convertible note.

5. ADEC Private Equity Investments, LLC purchased all of securities acquired on February 14, 2019.

6. Exercisable at any time prior to the earlier to occur of (i) ten Business Days following the receipt by the Issuer or AzurRx BioPharma SAS of the French research and development tax credits for the 2019 tax year, which the Company or ABS is expected to receive within nine months following December 31, 2019 or (ii) December 31, 2020.

7. Exercisable at any time subject to the terms contained therein.

8. Amendment to warrants to reduce the exercise price to $1.50, from $5.58, in the case of the ADEC Warrants Expiring 2020, and $5.50 in the case of all other warrants listed.

9. All of the ADEC Warrants Expiring 2020 and ADEC Warrants Expiring 2021 are directly owned by ADEC Private Equity Investments, LLC. All of the EBR Warrants Expiring 2020 are directly owned by EBR Ventures, LLC. All of the CEDA Warrants Expiring 2020 are directly owned by CEDA Investments, LLC.

10. Represents 100,000 warrants to purchase 75,000 shares of common stock (3/4 of a share per warrant).

	/s/ Edmund Burke Ross Jr. for himself and as manager of ADEC Private Equity Investment, LLC, as manager of EBR Ventures, LLC, and as manager of CEDA Investments, LLC	02/19/2019
	** Signature of Reporting Person	Date
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