Aytu BioPharma (AYTU) Form 4 AYTU BIOSCIENCE / Jarrett Disbrow ownership change

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^*

Disbrow Jarrett

(Last) (First) (Middle)

373 INVERNESS PARKWAY

SUITE 206

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AYTU BIOSCIENCE, INC [ AYTU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2017		A		1,666,667	A	$0.15	2,267,671(1)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	$0.18	08/15/2017		A		2,500,000		08/15/2017	08/15/2022	Common Stock	2,500,000	$0.18	0	D
Warrant to Purchase Common Stock	$1.86							11/02/2017	11/02/2021	Common Stock	166,666		0	D
Warrant to Purchase Common Stock	$6							05/06/2016	05/06/2021	Common Stock	20,834		0	D
Employee Stock Option Grant	$3.23	03/16/2017		D(4)			50,000	(2)	11/11/2025	Common Stock	50,000	$0.00	0	D
Employee Stock Option Grant	$3.23	03/16/2017		D(4)			60,000	(3)	07/07/2026	Common Stock	60,000	$0.00	0	D
Employee Stock Option Grant	$0.82	03/16/2017		A(4)		50,000		(2)	11/11/2025	Common Stock	50,000	$0.00	50,000	D
Employee Stock Option Grant	$0.82	03/16/2017		A(4)		60,000		(3)	07/07/2026	Common Stock	60,000	$0.00	60,000	D

Explanation of Responses:

1. Of these shares, 165,000 are restricted shares that vest on July 7, 2026, subject to earlier vesting in certain situations.

2. 33.3% vest on November 11, 2016, 33.3% vest on November 11, 2017 and 33.3% vest on November 11, 2018, subject to the Grantee's continued service as an employee on such dates.

3. 33.3% vests on the one year, two year and three year anniversary of the date of grant, subject to the Grantee's continued service as an employee on such dates.

4. These four transactions involved an amendment of the exercise price of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option.

Remarks:

	/s/ Gregory A Gould, by Power of Attorney	08/22/2017
	** 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).
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