- Statement of Changes in Beneficial Ownership (4)
March 17 2011 - 5:55PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Efficacy Capital, Ltd.
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2. Issuer Name
and
Ticker or Trading Symbol
AEOLUS PHARMACEUTICALS, INC.
[
AOLS
]
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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)
11622 EL CAMINO REAL, SUITE 100,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2011
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(Street)
SAN DEIGO, CA 92130
(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
_
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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Common Stock
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3/15/2011
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S
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193234
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D
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$.76
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8148812
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I
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See Footnote
(1)
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Common Stock
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3/16/2011
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S
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3799380
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D
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$.61
(2)
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4349432
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I
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See Footnote
(1)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Purchase Warrants (Right to Buy)
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$0.75
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3/16/2011
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S
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2541000
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6/5/2006
(3)
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6/5/2011
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Common Stock
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2541000
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$.61
(2)
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3235281
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I
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See Footnote
(1)
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Explanation of Responses:
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(
1)
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These shares are owned directly by Efficacy Biotech Master Fund Ltd. The Reporting Person acts as an investment adviser with investment and voting discretion over portfolio investments. The Reporting Person is an indirect beneficial owner of the reported securities.
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(
2)
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The securities were sold in a block transaction in which shares of common stock and certain warrants to purchase common stock were sold for a price of $.61 per share of common stock.
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(
3)
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The warrant is exercisable at any time provided that such date is no later than the expiration date of the warrant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Efficacy Capital, Ltd.
11622 EL CAMINO REAL, SUITE 100
SAN DEIGO, CA 92130
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X
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Lappe Mark
11622 EL CAMINO REAL
SUITE 100
SAN DIEGO, CA 92130
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X
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Efficacy Biotech Fund LTD
11622 EL CAMINO REAL
SUITE 100
SAN DIEGO, CA 92130
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X
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Efficacy Biotech Fund L.P.
11622 EL CAMINO REAL
SUITE 100
SAN DIEGO, CA 92130
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X
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Efficacy Biotech Master Fund Ltd.
11622 EL CAMINO REAL
SUITE 100
SAN DIEGO, CA 92130
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X
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Signatures
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/s/ Mark Lappe
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3/17/2011
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**
Signature of Reporting Person
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Date
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Efficacy Biotech Fund Ltd., By Efficacy Capital Ltd., Investment Manager, By /s/ Mark Lappe, Managing Partner
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3/17/2011
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**
Signature of Reporting Person
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Date
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Efficacy Capital Ltd., By /s/ Mark Lappe, Managing Partner
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3/17/2011
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**
Signature of Reporting Person
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Date
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Efficacy Biotech Fund L.P., By Efficacy Capital Ltd., Investment Manager, By /s/ Mark Lappe, Managing Partner
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3/17/2011
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**
Signature of Reporting Person
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Date
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Efficacy Biotech Master Fund Ltd., By Efficacy Capital Ltd., Investment Manager, By /s/ Mark Lappe, Managing Partner
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3/17/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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