Sec Form 4 Filing - SAPIRSTEIN JAMES @ AzurRx BioPharma, Inc. - 2020-07-16

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 SAPIRSTEIN JAMES 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 X __ Officer (give title below) _____ Other (specify below) PRESIDENT AND CEO (Last) (First) (Middle) C/O AZURRX BIOPHARMA, INC., 760 PARKSIDE AVE STE 304 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2020 (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

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 Stock options (right to buy) $ 0.85 07/16/2020 A 1,200,000 ( 1 ) 07/15/2030 Common stock, par value $0.0001 per share 1,200,000 $ 0 1,200,000 D Series B Convertible Preferred Stock $ 0.77 ( 2 ) 07/16/2020 A 1 2.987 ( 3 ) ( 4 ) Common stock, par value $0.0001 per share 129,870 ( 5 ) 12.987 D Series B Warrants $ 0.85 07/16/2020 A 64,935 ( 3 ) 07/16/2025( 6 ) Common stock, par value $0.0001 per share 64,935 ( 5 ) 64,935 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAPIRSTEIN JAMES C/O AZURRX BIOPHARMA, INC. 760 PARKSIDE AVE STE 304 BROOKLYN, NY11226 X PRESIDENT AND CEO Signatures /s/ James Sapirstein 07/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 16, 2020, the board of directors of AzurRx BioPharma, Inc. (the "Company") awarded Mr. Sapirstein stock options to purchase 1,200,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), pursuant to the Company's 2014 Omnibus Equity Incentive Plan. The stock options vest with respect to 600,000 shares in 36 equal monthly installments over a term of three (3) years beginning on August 16, 2020, and with respect to the remaining shares, if at all, upon the achievement of certain performance targets. Vesting is conditioned on Mr. Sapirstein's continued employment by the Company on the applicable vesting date. ( 2 )Each share of the Company's Series B Preferred Stock, par value $0.0001 per share (the "Series B Stock"), is convertible, at Mr. Sapirstein's option, into Common Stock at a conversion rate equal to the quotient of (x) its stated value, which is initially $7,700 per share, divided by (y) the conversion price, which is initially of $0.77 per share of Common Stock, subject in each case to specified adjustments for stock splits, cash or stock dividends, reorganizations, reclassifications other similar events as set forth in the Certificate of Designations for the Series B Stock (the "Certificate of Designations"). Each share of Series B Stock also carries a cumulative dividend, accruing daily at a rate of 9.0% per year, payable each June 30 and December 30 arrears, in cash or shares of Series B Stock at the sole option of the Company, as specified in the Certificate of Designations. ( 3 )Mr. Sapirstein cannot convert the Series B Stock or exercise the warrants (the "Series B Warrants") until the Company obtains stockholder approval pursuant to Nasdaq Listing Rule 5635(c) and 5635(d) (the "Stockholder Approval"). ( 4 )The Series B Stock has no expiration date. However, if the Company has not obtained the Stockholder Approval on or prior to the 90th day following the issuance date of the Series B Stock (the "Approval Deadline"), the Company is required to repurchase the Series B Stock from Mr. Sapirstein at a price equal to 150% of its stated value, as adjusted pursuant to the Certificate of Designations, plus accrued and unpaid dividends thereon to the repurchase date. ( 5 )Mr. Sapirstein purchased 12.987012 shares of Series B Stock, together with Series B Warrants to purchase 64,935 shares of Common Stock, for cash consideration of $7,700.00 per share of Series B Stock. The amount of the Series B Warrants is equal to 50% of the shares of Common Stock into which the Series B Stock is initially convertible. ( 6 )In the event that the Company has not obtained the Stockholder Approval on or prior to the Approval Deadline, Mr. Sapirstein shall surrender the Series B Warrants to the Company for cancellation in connection with the Company's repurchase of the Series B Stock described above.

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