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 *

MODUR VIJAY
2. Issuer Name and Ticker or Trading Symbol

Eloxx Pharmaceuticals, Inc. [ ELOX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
HEAD OF R&D
(Last)          (First)          (Middle)

C/O ELOXX PHARMACEUTICALS, INC., 950 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2021
(Street)

WALTHAM, MA 02451
(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

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
Stock Options (Right to Buy) $1.41 5/18/2021  A   496204     (1)4/1/2031 Common Stock 496204 $0 496204 D 
 

Explanation of Responses:
(1) The stock options were issued pursuant to the Issuer's 2018 Equity Incentive Plan in accordance with the anti-dilution provisions of the Reporting Person's employment agreement in connection with a Qualifying Financing as defined therein. The stock options vest and become exercisable over the four-year period commencing April 1, 2021, with one-fourth of the shares of common stock underlying the options vesting on April 1, 2022, and the remainder vesting in twelve equal quarterly installments thereafter, subject to Reporting Person's continued employment or other service with the Issuer on each applicable vesting date, which vesting may be accelerated in connection with certain qualifying terminations of employment or in connection with a corporate transaction.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MODUR VIJAY
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA 02451


HEAD OF R&D

Signatures
/s/ Neil S. Belloff, Attorney-in-Fact5/18/2021
**Signature of Reporting PersonDate

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