Statement of Changes in Beneficial Ownership (4)
March 03 2020 - 6:31PM
Edgar (US Regulatory)
FORM 4
[X]
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
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1. Name and Address of Reporting Person
*
Ward Robert |
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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) FORMER CHAIRMAN AND CEO |
(Last)
(First)
(Middle)
C/O ELOXX PHARMACEUTICALS, INC., 950 WINTER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/29/2020 |
(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)
_X
_ Form filed by One Reporting Person
___ 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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Common Stock | 2/29/2020 | | M | | 76806 | A | $0 (1) | 267552 (2) | D | |
Common Stock | 2/29/2020 | | F | | 23285 | D | $3.13 | 244267 (3) | D | |
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 |
Restricted Stock Units | (1)(4) | 2/29/2020 | | M | | | 71199 | (1) | (1) | Common Stock | 71199 | $0 (5) | 0 (6) | D | |
Restricted Stock Units | (1)(4) | 2/29/2020 | | M | | | 5607 | (1) | (1) | Common Stock | 5607 | $0 (5) | 0 (6) | D | |
Explanation of Responses: |
(1) | The restricted stock units issued to the reporting person on December 26, 2017 have partially vested in accordance with the reporting person's employment agreement and settled for shares of the Issuer's common stock. |
(2) | Of this amount, 252,552 shares are held by the Robert E. Ward 2017 Revocable Trust of which Mr. Ward is a trustee. |
(3) | Of this amount, 229,267 shares are held by the Robert E. Ward 2017 Revocable Trust of which Mr. Ward is a trustee. |
(4) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
(5) | The restricted stock units were issued pursuant to the Issuer's 2013 Share Ownership and Option Plan. |
(6) | As a result of reporting person's separation from the Issuer, 25% of all unvested equity accelerated in accordance with the reporting person's employment agreement and the remaining unvested equity was forfeited. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ward Robert C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM, MA 02451 |
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| FORMER CHAIRMAN AND CEO |
Signatures
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/s/ Neil S. Belloff, Attorney-in-Fact | | 3/3/2020 |
**Signature of Reporting Person | Date |
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