Sec Form 4 Filing - Ross Edmund Burke Jr. @ AzurRx BioPharma, Inc. - 2019-02-14

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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)
02/14/2019
(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
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
10% Convertible Note Due 2019 $ 2.5 02/14/2019 P 1,000,000 ( 1 ) ( 2 ) ( 2 ) Common Stock ( 3 ) 400,000 ( 4 ) $ 1,000,000 ( 1 ) 1,000,000 ( 1 ) I ( 5 ) owned by ADEC Private Equity Investments, LLC
10% Convertible Note Due 2020 $ 2.5 02/14/2019 P 1,000,000 ( 1 ) ( 6 ) ( 6 ) Common Stock ( 3 ) 400,000 ( 4 ) $ 1,000,000 ( 1 ) 1,000,000 ( 1 ) I ( 5 ) owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2020 $ 5.58 02/14/2019 H 273,598 ( 7 ) 05/04/2021 Common Stock ( 3 ) 273,598 ( 8 ) 0 I ( 1 ) ( 9 ) owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2020 $ 1.5 02/14/2019 P 273,598 02/14/2019 05/04/2021 Common Stock ( 3 ) 273,598 ( 8 ) 273,598 I ( 1 ) ( 9 ) owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2021 $ 5.5 02/14/2019 H 371,143 04/13/2017 10/14/2021 Common Stock ( 3 ) 371,143 ( 8 ) 0 I ( 1 ) ( 9 ) owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2021 $ 1.5 02/14/2019 P 371,143 02/14/2019 10/14/2021 Common Stock ( 3 ) 371,143 ( 8 ) 371,143 I ( 1 ) ( 9 ) owned by ADEC Private Equity Investments, LLC
EBR Warrants Expiring 2020 $ 5.5 02/14/2019 H 100,000 ( 10 ) 12/05/2017 06/05/2022 Common Stock ( 3 ) 75,000 ( 8 ) 0 I ( 1 ) ( 9 ) owned by EBR Ventures, LLC
EBR Warrants Expiring 2020 $ 1.5 02/14/2019 P 100,000 ( 10 ) 02/14/2019 06/05/2022 Common Stock ( 3 ) 75,000 ( 8 ) 75,000 I ( 1 ) ( 9 ) owned by EBR Ventures, LLC
CEDA Warrants Expiring 2020 $ 5.5 02/14/2019 H 21,429 12/05/2017 06/05/2022 Common Stock ( 3 ) 21,429 ( 8 ) 0 I ( 1 ) ( 9 ) owned by CEDA Investments, LLC
CEDA Warrants Expiring 2020 $ 1.5 02/14/2019 P 21,429 02/14/2019 06/05/2022 Common Stock ( 3 ) 21,429 ( 8 ) 21,429 I ( 1 ) ( 9 ) owned by CEDA Investments, LLC
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 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 02/19/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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 is expected to receive within nine months following December 31, 2018 or (ii) December 23, 2019.
( 3 )Common Stock of the Issuer.
( 4 )Represents the number of shares of common stock issuable upon conversion of the principal amount of the convertible note at the initial conversion price of the convertible note.
( 5 )ADEC Private Equity Investments, LLC purchased all of securities acquired on February 14, 2019.
( 6 )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 is expected to receive within nine months following December 31, 2019 or (ii) December 31, 2020.
( 7 )Exercisable at any time subject to the terms contained therein.
( 8 )Amendment to warrants to reduce the exercise price to $1.50, from $5.58, in the case of the ADEC Warrants Expiring 2020, and $5.50 in the case of all other warrants listed.
( 9 )All of the ADEC Warrants Expiring 2020 and ADEC Warrants Expiring 2021 are directly owned by ADEC Private Equity Investments, LLC. All of the EBR Warrants Expiring 2020 are directly owned by EBR Ventures, LLC. All of the CEDA Warrants Expiring 2020 are directly owned by CEDA Investments, LLC.
( 10 )Represents 100,000 warrants to purchase 75,000 shares of common stock (3/4 of a share per warrant).

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.
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