| 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)
| 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) 01/02/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | ||||||
| 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 | ||||||||
| 10% Convertible Note Due 2019 | $2.5 | 01/02/2020 | J(1) | $1,000,000(2) | (3) | (3) | Common Stock | 400,000 | $1,000,000(2) | 0 | I | owned by ADEC Private Equity Investments, LLC | |||
| 10% Convertible Note Due 2020 | $2.5 | 01/02/2020 | J(1) | $1,000,000(2) | (4) | (4) | Common Stock | 400,000 | $1,000,000(2) | 0 | I | owned by ADEC Private Equity Investments, LLC | |||
| Explanation of Responses: |
| 1. As of January 2, 2020, the Convertible Notes have been fully repaid pursuant to their terms and as a result of such repayment, have been cancelled. |
| 2. 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. |
| 3. The Convertible Note was 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 expected to receive within nine months following December 31, 2018 or (ii) December 23, 2019. |
| 4. The convertible note was 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 expected to receive within nine months following December 31, 2019 or (ii) December 31, 2020. |
| /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 | 01/29/2020 | |
| ** 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. | ||
