Sec Form 4 Filing - Ross Edmund Burke Jr. @ AzurRx BioPharma, Inc. - 2016-10-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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.
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)
(Last) (First) (Middle)
C/O JDJ FAMILY OFFICE SERVICES, PO BOX 962049
3. Date of Earliest Transaction (MM/DD/YY)
10/14/2016
(Street)
BOSTON, MA02196
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/14/2016 C 1,031,268 A $ 4.65 1,531,268 I See Footnote ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Warrants $ 5.5 10/14/2016 J( 2 ) 371,142 04/13/2017 10/13/2021 Common Stock 371,142 $ 0 ( 2 ) 371,142 I By ADEC Private Equity Investment, LLC ( 3 )
Original Issuance Discount Convertible Notes $ 4.65 10/14/2016 C ( 4 ) 11/04/2016( 4 ) Common Stock 1,031,268 $ 0 0 I By ADEC Private Equity Investment, LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ross Edmund Burke Jr.
C/O JDJ FAMILY OFFICE SERVICES
PO BOX 962049
BOSTON, MA02196
X
Signatures
/s/ Edmund Burk Ross Jr. for himself and as manager of ADEC Private Equity Investment, LLC and as manager of EBR Ventures, LLC 10/18/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Of the 1,531,268 shares of common stock beneficially owned, 500,000 are held by EBR Ventures, LLC and 1,031,268 shares are held by ADEC Private Equity Investment, LLC. Mr. Ross holds sole voting and dispositive power over the shares of common stock and each of EBR Ventures, LLC and ADEC Private Equity Investment, LLC disclaims beneficial ownership of the applicable shares of common stock, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that either EBR Ventures, LLC or ADEC Private Equity Investment, LLC is the beneficial owner of such shares of common stock for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 2 )The Warrants were acquired concurrently with the closing of the Issuer's Initial Public Offering in connection with an amendment to a certain securities purchase agreement to which ADEC Private Equity Investment, LLC was a party.
( 3 )The securities are held by ADEC Private Equity Investment, LLC. Mr. Ross holds sole voting and dispositive power over the securities and ADEC Private Equity Investment, LLC disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed to be an admission that ADEC Private Equity Investment, 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.
( 4 )The Original Issuance Discount Convertible Notes were automatically converted to shares of common stock upon the closing of the Issuer's initial public offering.

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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