| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AzurRx BioPharma, Inc. [ AZRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $0.85 | 06/30/2021 | J(1) | 35,006 | (2) | 07/15/2030 | Common Stock, par value $0.0001 per share | 35,006 | $0 | 0(2) | D | ||||
| Stock option (right to buy) | $0.85 | 06/30/2021 | A(1) | 35,006 | (3) | 06/30/2031 | Common Stock, par value $0.0001 per share | 35,006 | $0 | 35,006 | D | ||||
| Stock option (right to buy) | $0.85 | 06/30/2021 | J(1) | 250,000 | (4) | 07/15/2030 | Common Stock, par value $0.0001 per share | 250,000 | $0 | 0(4) | D | ||||
| Stock option (right to buy) | $0.85 | 06/30/2021 | A(1) | 250,000 | (5) | 06/30/2031 | Common Stock, par value $0.0001 per share | 250,000 | $0 | 250,000 | D | ||||
| 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. Schneiderman on July 16, 2020 covering an aggregate of 285,006 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 option vests in 36 equal monthly installments over a term of three (3) years beginning on February 3, 2020, conditioned on Mr. Schneiderman's continued employment by the Company on the applicable vesting date. |
| 3. The stock option vests (i) with respect to 17,502 shares immediately and (ii) with respect to 17,504 shares over a term of 19 months in 19 equal monthly installments, conditioned on Mr. Schneiderman's continued employment by the Company on the applicable vesting date. |
| 4. The stock option vests in 36 equal monthly installments over a term of three (3) years beginning on August 16, 2020, conditioned on Mr. Schneiderman's continued employment by the Company on the applicable vesting date. |
| 5. The stock option vests (i) with respect to 79,860 shares immediately and (ii) with respect to 170,140 shares over a term of 2 years and 1 month in 25 equal monthly installments, conditioned on Mr. Schneiderman's continued employment by the Company on the applicable vesting date. |
| /s/ Daniel H. Schneiderman | 07/02/2021 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||