SEC FORM 4

SEC Form 4

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^*

SAPIRSTEIN JAMES

(Last)

(First)

(Middle)

C/O AZURRX BIOPHARMA, INC.

777 YAMATO ROAD, SUITE 502

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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.

	/s/ James Sapirstein	07/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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