Sec Form 4 Filing - BORKOWSKI EDWARD @ AzurRx BioPharma, Inc. - 2018-01-11

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 BORKOWSKI EDWARD 2. Issuer Name and Ticker or Trading Symbol AzurRx BioPharma, Inc. [ AZRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SUITE 304 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2018 (Street) BROOKLYN, NY11226 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 01/11/2018 M 8,640 A $ 2.5 284,266 D Common Stock 01/11/2018 M 13,680 A $ 2.5 297,946 D Common Stock 01/11/2018 M 13,680 A $ 2.5 13,680 I By Spouse

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 Exercisa ble Expiration Date Title Amount or Number of Shares Warrants $ 2.5 ( 1 ) 01/11/2018 M 13,680 10/14/2014 04/12/2020 Common Stock 13,680 $ 0 0 I By Spouse Warrants $ 2.5 ( 1 ) 01/11/2018 M 13,680 03/12/2015 09/08/2020 Common Stock 13,680 $ 0 0 D Warrants $ 2.5 ( 2 ) 01/11/2018 M 8,640 ( 2 ) 10/14/2016 10/13/2021 Common Stock 37,114 $ 0 28,474 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BORKOWSKI EDWARD SUITE 304 BROOKLYN, NY11226 X Signatures /s/ Ed Borkowski 01/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 11, 2018, the Reporting Person exercised warrants reported herein pursuant to a warrant repricing letter by and between the Reporting Person and the Issuer (the "Exercise Letter"). Under the terms of the Exercise Letter, the Issuer reduced the exercise price of these warrants from $5.58 per share to $2.50 per share. ( 2 )Under the terms of the Exercise Letter, the Company reduced the exercise price of 8,640 warrants from $5.50 per share to $2.50 per share, and agreed to amend the remaining 28,474 warrants to reduce the exercise price to $3.25 per share. ( 3 )As noted in Note 2 above, the Issuer has agreed to amend the remaining warrants to reduce the exercise price from $5.50 per share to $3.25 per share.

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