Statement of Changes in Beneficial Ownership (4)
May 22 2020 - 4:12PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Pontifax Management 4 G.P. (2015) Ltd. |
2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc.
[
ELOX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ELOXX PHARMACEUTICALS, INC., 950 WINTER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2020 |
(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Option (Right to Buy) | $3.39 | 5/20/2020 | | A | | 20000 | | (1) | 5/20/2030 | Common Stock | 20000 | $0 | 20000 | I | See Footnote (2) |
Stock Option (Right to Buy) | $3.39 | 5/20/2020 | | A | | 20000 | | (1) | 5/20/2030 | Common Stock | 20000 | $0 | 20000 | I | See Footnote (3) |
Explanation of Responses: |
(1) | The stock option was issued pursuant to the Issuer's 2018 Equity Incentive Plan and vests as follows: one half (1/2) of the shares underlying the option shall vest on May 20, 2021 (the "Cliff Vesting Date"), the remainder of the grant shall vest in twelve (12) equal installments on each successive monthly anniversary of the Cliff Vesting Date, subject to Reporting Person's continuous service as of each such date. |
(2) | The reported securities are owned directly by Tomer Kariv, a director of Pontifax Management 4 G.P. (2015) Ltd. and Pontifax Management III G.P. (2011) Ltd. (collectively, "Pontifax").
Pontifax Management 4.G.P. (2015) Ltd., is the general partner of Pontifax Management 4 G.P. L.P., which is the general partner of each of Pontifax (Cayman) IV L.P., Pontifax (China) IV L.P. and Pontifax (Israel) IV L.P.
Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P., which is the general partner of each of Pontifax (Cayman) III L.P. and Pontifax (Israel) III L.P.
Mr. Kariv will assign the economic interests of the reported securities to Pontifax; and Pontifax may be deemed the indirect beneficial owner of the security. Pontifax disclaims beneficial ownership of the security except to the extent of its pecuniary interest therein. |
(3) | The reported securities are owned by Ran Nussbaum, a director of Pontifax. Mr. Nussbaum will assign the economic interests of the reported securities to Pontifax and Pontifax may be deemed the indirect beneficial owner of the security. Pontifax disclaims beneficial ownership of the security except to the extent of its pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pontifax Management 4 G.P. (2015) Ltd. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Pontifax IV GP L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Pontifax (Cayman) IV L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Pontifax (China) IV L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Pontifax (Israel) IV, L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Pontifax Management III G.P. (2011) Ltd. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Pontifax Management Fund III L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Pontifax (Cayman) III, L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Pontifax (Israel) III, L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
| X |
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Signatures
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/s/ Neil S. Belloff, Attorney-in-Fact | | 5/22/2020 |
**Signature of Reporting Person | Date |
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