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*
Schneiderman Daniel H

(Last) (First) (Middle)
C/O AZURRX BIOPHARMA, INC.
760 PARKSIDE AVENUE SUITE 304

(Street)
BROOKLYN NY 11226

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2020
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)
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 (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) $1.03 07/16/2020 J(1) 35,006 (2) 01/02/2030 Common Stock, par value $0.0001 per share 35,006 $0 300,000(2) D
Stock option (right to buy) $0.85 07/16/2020 A(1) 35,006 (3) 07/15/2030 Common Stock, par value $0.0001 per share 35,006 $0 35,006 D
Stock option (right to buy) $0.85 07/16/2020 A 250,000 (4) 07/15/2030 Common Stock, par value $0.0001 per share 250,000 $0 250,000 D
Explanation of Responses:
1. On July 16, 2016, the board of directors of AzurRx BioPharma, Inc. (the "Company") determined to amend and restate a stock option award previously made to Mr. Schneiderman on January 2, 2020, to reduce the amount of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), issuable upon exercise of such option to be the maximum number of shares Mr. Schneiderman was eligible to receive under the Company's 2014 Omnibus Equity Incentive Plan (the "Plan") on the original grant date (or 300,000 shares), due to certain limitations relating to Section 162(m) of the Internal Revenue Code that have since been eliminated from the Plan. Mr. Schneiderman was simultaneously awarded a replacement stock option covering the balance of shares intended to be issued at that time (or 35,006 shares).
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 was accelerated to vest 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.
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.
/s/ Daniel H. Schneiderman 07/20/2020
** 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).
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