Ross Edmund Burke Jr. 4

Accession 0001415889-19-000183

CIK 0001604191other

View on SEC.gov Company Profile

Filed

Feb 18, 7:00 PM ET

Accepted

Feb 19, 9:45 PM ET

Size

29.2 KB

Accession

0001415889-19-000183

Insider Transaction Report

Form 4

Period: 2019-02-14

AzurRx BioPharma, Inc.AZRX

Ross Edmund Burke Jr.

10% Owner

Transactions

Expiration (Short)
ADEC Warrants Expiring 2020
2019-02-14−273,598→ 0 total(indirect: By LLC)
Exercise: $5.58Exp: 2021-05-04→ Common Stock (273,598 underlying)
Expiration (Short)
ADEC Warrants Expiring 2021
2019-02-14−371,143→ 0 total(indirect: By LLC)
Exercise: $5.50From: 2017-04-13Exp: 2021-10-14→ Common Stock (371,143 underlying)
Expiration (Short)
EBR Warrants Expiring 2020
2019-02-14−100,000→ 0 total(indirect: By LLC)
Exercise: $5.50From: 2017-12-05Exp: 2022-06-05→ Common Stock (75,000 underlying)
Purchase
EBR Warrants Expiring 2020
2019-02-14+100,000→ 75,000 total(indirect: By LLC)
Exercise: $1.50From: 2019-02-14Exp: 2022-06-05→ Common Stock (75,000 underlying)
Purchase
ADEC Warrants Expiring 2021
2019-02-14+371,143→ 371,143 total(indirect: By LLC)
Exercise: $1.50From: 2019-02-14Exp: 2021-10-14→ Common Stock (371,143 underlying)
Purchase
CEDA Warrants Expiring 2020
2019-02-14+21,429→ 21,429 total(indirect: By LLC)
Exercise: $1.50From: 2019-02-14Exp: 2022-06-05→ Common Stock (21,429 underlying)
Purchase
10% Convertible Note Due 2019
2019-02-14$1000000.00/sh+1,000,000$1,000,000,000,000→ 1,000,000 total(indirect: By LLC)
Exercise: $2.50→ Common Stock (400,000 underlying)
Purchase
10% Convertible Note Due 2020
2019-02-14$1000000.00/sh+1,000,000$1,000,000,000,000→ 1,000,000 total(indirect: By LLC)
Exercise: $2.50→ Common Stock (400,000 underlying)
Expiration (Short)
CEDA Warrants Expiring 2020
2019-02-14−21,429→ 0 total(indirect: By LLC)
Exercise: $5.50From: 2017-12-05Exp: 2022-06-05→ Common Stock (21,429 underlying)
Purchase
ADEC Warrants Expiring 2020
2019-02-14+273,598→ 273,598 total(indirect: By LLC)
Exercise: $1.50From: 2019-02-14Exp: 2021-05-04→ Common Stock (273,598 underlying)

Footnotes (10)

[F1]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.
[F10]Represents 100,000 warrants to purchase 75,000 shares of common stock (3/4 of a share per warrant).
[F2]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.
[F3]Common Stock of the Issuer.
[F4]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.
[F5]ADEC Private Equity Investments, LLC purchased all of securities acquired on February 14, 2019.
[F6]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.
[F7]Exercisable at any time subject to the terms contained therein.
[F8]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.
[F9]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.

Documents

1 file

4
form4-02192019_090201.xmlPrimary

Issuer

AzurRx BioPharma, Inc.

CIK 0001604191

→

Entity typeother

Related Parties

filerCIK 0001682557

Filing Metadata

Form type: 4
Filed: Feb 18, 7:00 PM ET
Accepted: Feb 19, 9:45 PM ET
Size: 29.2 KB

View on SEC.gov