CATB Catabasis Pharmaceuticals Inc

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 * Callori Fred	2. Issuer Name and Ticker or Trading Symbol CATABASIS PHARMACEUTICALS INC [ CATB ]	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 CATABASIS PHARMACEUTICALS, INC., 100 HIGH STREET, FLOOR 28	3. Date of Earliest Transaction (MM/DD/YYYY) 2/1/2021
(Street) BOSTON, MA 02110 (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 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
Series X Convertible Preferred Stock	(1)	2/1/2021		A		1617		(1)	(1)	Common Stock	1617000	$3009.53	30920	I	By Perceptive Xontogeny Venture Fund, LP (2)

Explanation of Responses:
(1)	Upon stockholder approval of the conversion of Series X Convertible Preferred Stock into shares of common stock, each share of Series X Non-Voting Convertible Preferred Stock automatically converts into 1,000 shares of Common Stock, subject to certain limitations.
(2)	On February 1, 2021, Issuer completed its private placement pursuant to that certain Stock Purchase Agreement dated January 27, 2021 (the "Private Placement"). In connection with the Private Placement, a limited partnership (the "Fund") in which the Reporting Person has an indirect pecuniary interest purchased shares of Series X Convertible Preferred Stock. The Reporting Person disclaims beneficial ownership of the securities held by the Fund, except to the extent of his pecuniary interest therein.

Remarks: Exhibit 24 - Power of Attorney.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Callori Fred C/O CATABASIS PHARMACEUTICALS, INC. 100 HIGH STREET, FLOOR 28 BOSTON, MA 02110	X

Signatures
/s/ Benjamin Harshbarger as attorney-in-fact for Frederick P. Callori		2/3/2021
**Signature of Reporting Person		Date