AYTU AYTU BioPharma Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * McLaughlin Gerald W.	2. Issuer Name and Ticker or Trading Symbol AYTU BIOPHARMA, INC [ AYTU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O AYTU BIOPHARMA, INC., 373 INVERNESS PARKWAY, SUITE 206	3. Date of Earliest Transaction (MM/DD/YYYY) 4/8/2021
(Street) ENGLEWOOD, CO 80112 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	4/8/2021		A		6500 (1)	A	$0 (1)	31401	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:

(1)

Grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of AYTU common stock. The RSUs have the following accelerated vesting conditions: (1) The consummation of a Sale Event. (2) The closing price of the Company's stock price is equal or greater than forty dollars per share ($40) for two consecutive trading days. (3) The Grantee's service with the Company or a Related Entity is terminated by the Company without Cause (as defined below).The RSUs vest as follows, and have no voting or dispositive rights until vested: one year vest from date of grant, April 8, 2021 such that the RSUs will be fully vested on April 8, 2022, subject to the reporting person's continuing employment with the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McLaughlin Gerald W. C/O AYTU BIOPHARMA, INC. 373 INVERNESS PARKWAY, SUITE 206 ENGLEWOOD, CO 80112	X

Signatures
/s/Joshua Disbrow, attorney-in-fact		4/12/2021
**Signature of Reporting Person		Date