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 *

LAFRANCE JAMES T
2. Issuer Name and Ticker or Trading Symbol

Aspira Women's Health Inc. [ AWH ]
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 ASPIRA WOMEN'S HEALTH INC, 12117 BEE CAVES RD BLDG 3 STE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

3/19/2021
(Street)

AUSTIN, TX 78738
(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 3/19/2021  A  9205 (1)A$0 422439 (2)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $7.4 3/19/2021  A   15412     (3)3/19/2031 Common Stock 15412 $0 15412 D  

Explanation of Responses:
(1) The shares of common stock represent restricted stock units with the contingent right to receive one share of common stock of Aspira Women's Health Inc. for each restricted stock unit. The restricted stock units will vest in four equal installments on April 1, 2021, June 1, 2021, September 1, 2021 and December 1, 2021.
(2) Total reflects the adjustment of 21,246 shares of common stock previously reported as part of a restricted stock unit grant made on March 19, 2020.
(3) The employee stock option will vest in four equal installments on April 1, 2021, June 1, 2021, September 1, 2021 and December 1, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
LAFRANCE JAMES T
C/O ASPIRA WOMEN'S HEALTH INC
12117 BEE CAVES RD BLDG 3 STE 100
AUSTIN, TX 78738
X



Signatures
/s/ James T. LaFrance3/23/2021
**Signature of Reporting PersonDate

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