Statement of Changes in Beneficial Ownership (4)
17 May 2021 - 9:04PM
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)
5/13/2021 |
(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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Common Stock | 5/13/2021 | | P(1) | | 1280624 | A | $1.35 (1) | 1791470 | I | By Pontifax Investment Fund (2) |
Common Stock | 5/13/2021 | | P(1) | | 2630487 | A | $1.35 (1) | 3679797 | I | By Pontifax Investment Fund (3) |
Common Stock | 5/13/2021 | | P(1) | | 1422222 | A | $1.35 (1) | 1989551 | I | By Pontifax Investment Fund (4) |
Common Stock | 5/13/2021 | | P(1) | | 592592 | A | $1.35 (1) | 616592 | I | By Pontifax Investment Fund (5) |
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 |
Explanation of Responses: |
(1) | Reflects the purchase of shares in the offering of Common Stock of Eloxx Pharmaceuticals, Inc. that is expected to close on May 18, 2021. |
(2) | Represents shares of the Issuer held by Pontifax (Cayman) IV L.P. ("Cayman IV"). Pontifax IV GP L.P. ("Pontifax IV") is the general partner of Cayman IV. Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the general partner of Pontifax IV. As a result, each of Management 4 and Pontifax IV may be deemed to share voting and dispositive power with respect to the shares held by Cayman IV. Each of Management 4, Pontifax IV and Cayman IV disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. |
(3) | Represents shares of the Issuer held by Pontifax (Israel) IV, L.P. ("Israel IV"). Pontifax IV is the general partner of Israel IV. Management 4 is the general partner of Pontifax IV. As a result, each of Management 4 and Pontifax IV may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. Each of Management 4, Pontifax IV and Israel IV disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. |
(4) | Represents shares of the Issuer held by Pontifax (China) IV L.P. ("China IV"). Pontifax IV is the general partner of China IV. Management 4 is the general partner of Pontifax IV. As a result, each of Management 4 and Pontifax IV may be deemed to share voting and dispositive power with respect to the shares held by China IV. Each of Management 4, Pontifax IV and China IV disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. |
(5) | Represents shares of the Issuer held by Pontifax Late Stage Fund L.P.("Late Stage Fund"). Pontifax Late Stage GP Ltd. ("Late Stage GP"), the general partner of Late Stage Fund, has a Strategic Alliance Agreement with Pontifax IV. By virtue of this relationship, Pontifax IV may be deemed to share voting and dispositive power with respect to the shares held by Late Stage Fund. Each of Management 4, Pontifax IV, Late Stage Fund and Late Stage GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. |
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 (China) IV 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 (Israel) IV, L.P. 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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Signatures
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Pontifax Management 4 G.P. (2015) Ltd. /s/ Neil S. Belloff, Attorney-in-Fact on behalf of Tomer Kariv, Chief Executive Officer | | 5/17/2021 |
**Signature of Reporting Person | Date |
Pontifax (China) IV L.P. /s/ Neil S. Belloff, Attorney-in-Fact on behalf of Tomer Kariv, Chief Executive Officer | | 5/17/2021 |
**Signature of Reporting Person | Date |
Pontifax (Cayman) IV L.P. /s/ Neil S. Belloff, Attorney-in-Fact on behalf of Tomer Kariv, Chief Executive Officer | | 5/17/2021 |
**Signature of Reporting Person | Date |
Pontifax (Israel) IV, L.P. /s/ Neil S. Belloff, Attorney-in-Fact on behalf of Tomer Kariv, Chief Executive Officer | | 5/17/2021 |
**Signature of Reporting Person | Date |
Pontifax IV GP L.P. /s/ Neil S. Belloff, Attorney-in-Fact on behalf of Tomer Kariv, Chief Executive Officer | | 5/17/2021 |
**Signature of Reporting Person | Date |
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