Sec Form 4 Filing - HENWOOD GERALDINE @ Baudax Bio, Inc. - 2019-12-05

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 HENWOOD GERALDINE 2. Issuer Name and Ticker or Trading Symbol Baudax Bio, Inc. [ BXRX] 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 BAUDAX BIO, INC., 490 LAPP ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2019 (Street) MALVERN,, PA19355 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 12/05/2019 A 195,387 ( 1 ) A $ 0 225,297 ( 2 ) D Common Stock 12/05/2019 A 128,571 ( 3 ) A $ 0 353,868 ( 2 ) D Common Stock 20,000 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 Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 6.33 12/05/2019 A 183,673 ( 4 ) 12/05/2029 Common Stock 183,673 $ 0 183,673 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HENWOOD GERALDINE C/O BAUDAX BIO, INC. 490 LAPP ROAD MALVERN,, PA19355 X President and CEO Signatures /s/ Ryan D. Lake, Attorney-in-fact 12/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted stock units will vest in full on the earlier of (i) a change of control of Baudax Bio, Inc. (the "Company") (as defined in the Company's 2019 Equity Incentive Plan) or (ii) on December 5, 2020, subject to continued employment with the Company. ( 2 )Total includes common stock acquired pursuant to a special dividend issued on November 21, 2019, whereby all holders of common stock of Recro Pharma, Inc., as of November 15, 2019, received a dividend of one (1) share of the Company's common stock for every two and one-half (2.5) shares of Recro Pharma, Inc. common stock. ( 3 )These restricted stock units are scheduled to vest 25% each on December 5, 2020, December 5, 2021, December 5, 2022 and December 5, 2023, subject to continued employment with the Company through the applicable vesting date. ( 4 )The stock options will vest in equal monthly installments over 48 months, beginning on January 5, 2020, subject to continued employment with the Company.

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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