Sec Form 4 Filing - SAPIRSTEIN JAMES @ AzurRx BioPharma, Inc. - 2021-06-30

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) PRES, CEO & CHAIRMAN OF BOARD (Last) (First) (Middle) C/O AZURRX BIOPHARMA, INC., 777 YAMATO ROAD, SUITE 502 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2021 (Street) BOCA RATON, FL33431 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 06/30/2021 J( 1 ) 900,000 ( 2 ) 07/15/2030 Common Stock, par value $0.0001 per share 900,000 $ 0 300,000 ( 1 ) D Stock options (right to buy) $ 0.85 06/30/2021 A( 1 ) 900,000 ( 3 ) 06/30/2031 Common Stock, par value $0.0001 per share 900,000 $ 0 900,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAPIRSTEIN JAMES C/O AZURRX BIOPHARMA, INC. 777 YAMATO ROAD, SUITE 502 BOCA RATON, FL33431 X PRES, CEO & CHAIRMAN OF BOARD Signatures /s/ James Sapirstein 07/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 30, 2021, the board of directors of AzurRx BioPharma, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Mr. Sapirstein on July 16, 2020 covering 900,000 shares under the Company's Amended and Restated 2014 Omnibus Equity Incentive Plan and granted new stock options under the Company's 2020 Omnibus Equity Incentive Plan, as amended and restated, on substantially similar terms to the rescinded stock options. ( 2 )The stock options vest with respect to 300,000 shares in 18 equal monthly installments over a term of 18 months beginning 19 months after the grant of such options on July 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. ( 3 )The stock option vests (i) with respect to 300,000 shares over a term of 18 months in 18 equal monthly installments starting with the first monthly installment on February 16, 2022, (ii) with respect to 200,000 shares immediately, and (iii) with respect to 400,000 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.

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