Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment No.
1)
AZURRX
BIOPHARMA, INC.
(Name of Issuer)
(Name of Issuer)
Common stock, par value $0.0001 per
share
(Title of Class of Securities)
(Title of Class of Securities)
05502L105
(CUSIP Number)
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
(Date of Event which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is
filed:
[_] Rule
13d-1(b)
[_] Rule
13d-1(c)
[x] Rule
13d-1(d)
*
The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other
provisions of the Act (however, see the
Notes).
SCHEDULE 13G
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CUSIP No.
05502L105
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1
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Names of Reporting Persons
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Pelican Partners
LLC
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2
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Check the appropriate box if a member of a
Group (see instructions)
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(a)
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[ ]
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(b)
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[ ]
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3
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Sec Use Only
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4
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Citizenship or Place of
Organization
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Delaware
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5
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Sole Voting Power
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1,525,509
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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1,525,509
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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1,525,509
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10
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Check box if the aggregate amount in row (9)
excludes certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row
(9)
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9.0
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12
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Type of Reporting Person (See
Instructions)
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OO
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SCHEDULE 13G
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CUSIP No.
05502L105
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1
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Names of Reporting Persons
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Matthew Balk
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2
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Check the appropriate box if a member of a
Group (see instructions)
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(a)
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[ ]
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(b)
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[ ]
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3
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Sec Use Only
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4
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Citizenship or Place of
Organization
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United States
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5
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Sole Voting Power
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1,525,509
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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1,525,509
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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1,525,509
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10
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Check box if the aggregate amount in row (9)
excludes certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row
(9)
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9.0
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12
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Type of Reporting Person (See
Instructions)
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IN
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Item
1.
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(a)
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Name of Issuer:
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AZURRX BIOPHARMA,
INC.
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(b)
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Address of Issuer’s Principal Executive
Offices:
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760 Parkside Avenue,
Suite 304, Brooklyn, New York 11226
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Item 2.
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(a)
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Name of Person Filing:
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This statement is
filed by Pelican Partners LLC, a Delaware limited liability
company, and Matthew Balk, the Managing Member of Pelican Partners
LLC. The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons.”
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(b)
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Address of Principal Business Office or, if
None, Residence:
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The address of the
business office of each of the Reporting Persons is P.O. Box 2422,
Westport, CT 06880.
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(c)
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Citizenship:
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Pelican Partners LLC
is a limited liability company organized under the laws of the
State of Delaware. Mr. Balk is a United States
citizen.
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(d)
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Title and Class of
Securities:
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Common stock, par
value $0.0001 per share
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(e)
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CUSIP No.:
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05502L105
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Item 3. If
this statement is filed pursuant to §§ 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[_]
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Broker or dealer
registered under Section 15 of the Act;
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(b)
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[_]
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Bank as defined in
Section 3(a)(6) of the Act;
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(c)
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[_]
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Insurance company as
defined in Section 3(a)(19) of the Act;
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(d)
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[_]
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Investment company
registered under Section 8 of the Investment Company Act of
1940;
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(e)
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[_]
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An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit
plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding
company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
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(j)
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[_]
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A non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance
with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item
4.
Ownership
The percentage of shares of the
Issuer’s common stock as reported in this Amendment No. 1 to
Schedule 13G is based upon 16,940,462 shares of
the Issuer’s
common stock outstanding on November 9, 2018, as reported in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended
September
30,
2018.
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(a)
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Amount Beneficially Owned:
1,525,509
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(b)
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Percent of Class: 9.0
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(c)
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Number of shares as to which such person
has:
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(i)
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Sole power to vote or to direct the
vote: 1,525,509
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(ii)
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Shared power to vote or to direct the
vote: 0
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(iii)
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Sole power to dispose or to direct the
disposition of: 1,525,509
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(iv)
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Shared power to dispose or to direct the
disposition of: 0
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Item 5.
Ownership of Five Percent or Less of a Class.
Not
applicable.
Item 6.
Ownership of more than Five Percent
on Behalf of Another Person.
Not
applicable.
Item 7.
Identification
and classification of the subsidiary which acquired the security
being reported on by the
parent holding company or control person.
Not
applicable.
Item 8.
Identification and classification
of members of the group.
Not
applicable.
Item 9.
Notice of Dissolution of Group.
Not
applicable.
Item
10.
Certifications.
Not
applicable
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Dated: January 29,
2019
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/s/
Matthew Balk
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Matthew Balk, individually
and as Managing Member of Pelican Partners LLC
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