Ross Edmund Burke Jr. Form 3 AzurRx BioPharma / Edmund Burke Jr. Ross ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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 MA 02196

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	500,000	I	By EBR Ventures, LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Original Issuance Discount Convertible Notes	(2)	11/04/2016(2)	Common Stock	1,031,268	4.65	I	By ADEC Private Equity Investment, LLC(3)
Warrants	(4)	08/04/2020	Common Stock	273,598	5.58	I	By ADEC Private Equity Investment, LLC(5)

Explanation of Responses:

1. EBR Ventures, LLC holds the shares of common stock of the Issuer over which the Reporting Person holds sole voting and dispositive power.

2. The securities will automatically convert to shares of common stock of the Issuer upon the closing of the Issuer's initial public offering.

3. ADEC Private Equity Investment, LLC holds the Original Issuance Discount Convertible Notes over which the Reporting Person holds sole voting and dispositive power. ADEC Private Equity Investment, LLC disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that ADEC Private Equity Investment, LLC is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. The Warrants are exercisable at any time subject to the terms contained therein.

5. ADEC Private Equity Investment, LLC holds the Warrants over which the Reporting Person holds sole voting and dispositive power. ADEC Private Equity Investment, LLC disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that ADEC Private Equity Investment, LLC is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Edmund Burke Ross Jr. for himself and as manager of ADEC Private Equity Investment, LLC and as manager of EBR Ventures, LLC	10/11/2016
	** 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 5 (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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