Sec Form 13G Filing - BALK MATTHEW filing for Entero Therapeutics Inc. (ENTO) - 2019-01-29

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AZURRX BIOPHARMA, INC.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
05502L105
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[x] Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
SCHEDULE 13G
CUSIP No. 05502L105

1
Names of Reporting Persons
 
 
 
Pelican Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
 
 
 
(a)
[  ]
 
 
(b)
[  ]
 
3
    Sec Use Only  
 
 
 
 
4
Citizenship or Place of Organization
 
 
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
5
Sole Voting Power
 
 
 
1,525,509 
6
Shared Voting Power
 
 
 
0  
7  
Sole Dispositive Power
 
 
 
1,525,509
8
Shared Dispositive Power
 
 
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
 
1,525,509
 
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
 
 
[  ]
 
 
11
Percent of class represented by amount in row (9)
 
 
 
9.0
 
 
12
Type of Reporting Person (See Instructions)
 
 
 
OO
 
 
 
 
 
SCHEDULE 13G
CUSIP No. 05502L105

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1
Names of Reporting Persons
 
 
 
Matthew Balk
 
2
Check the appropriate box if a member of a Group (see instructions)
 
 
 
(a)
[  ]
 
 
(b)
[  ]
 
3
    Sec Use Only  
 
 
 
 
4
Citizenship or Place of Organization
 
 
 
United States
 
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
5
Sole Voting Power
 
 
 
1,525,509
6
Shared Voting Power
 
 
 
0  
7  
Sole Dispositive Power
 
 
 
1,525,509
8
Shared Dispositive Power
 
 
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
 
1,525,509
 
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
 
 
[  ]
 
 
11
Percent of class represented by amount in row (9)
 
 
 
9.0
 
 
12
Type of Reporting Person (See Instructions)
 
 
 
IN
 
 
 
 
 
 
Item 1.
 
(a)
Name of Issuer:
 
 
 
AZURRX BIOPHARMA, INC.
 
 
(b)
Address of Issuer’s Principal Executive Offices:
 
 
 
760 Parkside Avenue, Suite 304, Brooklyn, New York 11226
 
Item 2.
 
(a)
Name of Person Filing:
 
 
 
This statement is filed by Pelican Partners LLC, a Delaware limited liability company, and Matthew Balk, the Managing Member of Pelican Partners LLC. The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
 
 
(b)
Address of Principal Business Office or, if None, Residence:
 
 
 
The address of the business office of each of the Reporting Persons is P.O. Box 2422, Westport, CT 06880.
 
 
(c)
Citizenship:
 
 
 
Pelican Partners LLC is a limited liability company organized under the laws of the State of Delaware. Mr. Balk is a United States citizen.
 
 
(d)
Title and Class of Securities:
 
 
 
Common stock, par value $0.0001 per share
 
 
(e)
CUSIP No.:
 
 
05502L105
 
Item 3.  If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
[_]  
Broker or dealer registered under Section 15 of the Act;
(b)
[_]  
Bank as defined in Section 3(a)(6) of the Act;
(c)
[_]  
Insurance company as defined in Section 3(a)(19) of the Act;
(d)
[_]  
Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)
[_]  
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
[_]  
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
[_]  
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
[_]  
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[_]  
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)
[_]  
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)
[_] 
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
 
 
 
 
Item 4.           Ownership
 
The percentage of shares of the Issuer’s common stock as reported in this Amendment No. 1 to Schedule 13G is based upon 16,940,462 shares of the Issuer’s common stock outstanding on November 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2018.
 
(a)
Amount Beneficially Owned: 1,525,509
 
 
(b)
Percent of Class:  9.0
 
 
(c)
 
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 1,525,509
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 1,525,509
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
Item 5.          Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
Item 6.          Ownership of more than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.          Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
 
Not applicable.
 
Item 8.          Identification and classification of members of the group.
 
Not applicable.
 
Item 9.          Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.        Certifications.
 
Not applicable
 
 
 
 
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 Dated: January 29, 2019
/s/ Matthew Balk
 
 Matthew Balk, individually and as Managing Member of Pelican Partners LLC