SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Pontifax Management 4 G.P. (2015) Ltd. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Eloxx Pharmaceuticals, Inc. [ ELOX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/24/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	06/24/2019		P(1)		42,261	A	$9(1)	510,846	I	By Pontifax Investment Fund(2)
Common Stock	06/24/2019		P(1)		86,806	A	$9(1)	1,049,310	I	By Pontifax Investment Fund(3)
Common Stock	06/24/2019		P(1)		46,933	A	$9(1)	567,329	I	By Pontifax Investment Fund(4)
Common Stock	06/24/2019		P(1)		24,000	A	$9(1)	24,000	I	By Pontifax Investment Fund(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person* Pontifax Management 4 G.P. (2015) Ltd. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pontifax (China) IV L.P. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pontifax (Cayman) IV L.P. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pontifax (Israel) IV, L.P. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pontifax IV GP L.P. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)

Explanation of Responses:

1. Reflects the purchase of shares in the offering of Common Stock of Eloxx Pharmaceuticals, Inc. that closed on June 24, 2019.

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.

	Pontifax Management 4 G.P. (2015) Ltd. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	06/26/2019
	Pontifax (China) IV L.P. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	06/26/2019
	Pontifax (Cayman) IV L.P. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	06/26/2019
	Pontifax (Israel) IV, L.P. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	06/26/2019
	Pontifax IV GP L.P. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	06/26/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

 

Exhibit 24

 

POWER OF ATTORNEY

 

(For Executing Form ID, Forms 3, 4 and 5 and Schedule 13D and 13G)

 

Know all by these presents that the undersigned hereby constitutes and appoints each of Miguel Vega and Jonathan Browalski of Cooley LLP and Robert Ward, Gregory Weaver and Neil Belloff of Eloxx Pharmaceuticals, Inc. (the “Company”), the undersigned’s true and lawful attorneys-in-fact and agents to:

 

(1)       Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the the Securities and Exchange Commission (the “SEC”) Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13 and Section 16(a) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder;

 

(2)       Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) and the rules and regulations thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company and Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13 of the Exchange Act and the rules and regulations thereunder;

 

(3)       Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(4)       Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 or Schedule 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Date: May 29, 2019

 

Pontifax (Cayman) IV LP			Pontifax (Israel) III LP
By: Pontifax 4 GP LP, its general partner			By: Pontifax Management Fund III LP, its general partner
By: Pontifax Management 4 G.P. (2015) Ltd., its general partner			By: Pontifax Management III G.P. (2011) Ltd., its general partner
By:	/s/ Tomer Kariv		By:	/s/ Tomer Kariv
Name:	Tomer Kariv		Name:	Tomer Kariv
Title:	Director		Title:	Director
Pontifax (China) IV LP			Pontifax Management Fund III LP
By: Pontifax 4 GP LP, its general partner			By: Pontifax Management III G.P. (2011) Ltd., its general partner
By: Pontifax Management 4 G.P. (2015) Ltd., its general partner
By:	/s/ Tomer Kariv		By:	/s/ Tomer Kariv
Name:	Tomer Kariv		Name:	Tomer Kariv
Title:	Director		Title:	Director
Pontifax (Israel) IV LP			Pontifax Management III G.P. (2011) Ltd.
By: Pontifax 4 GP LP, its general partner
By: Pontifax Management 4 G.P. (2015) Ltd., its general partner
By:	/s/ Tomer Kariv		By:	/s/ Tomer Kariv
Name:	Tomer Kariv		Name:	Tomer Kariv
Title:	Director		Title:	Director
Pontifax 4 GP LP
By: Pontifax Management 4 G.P. (2015) Ltd., its general partner
By:	/s/ Tomer Kariv
Name:	Tomer Kariv
Title:	Director
Pontifax Management 4 G.P. (2015) Ltd.
By:	/s/ Tomer Kariv
Name:	Tomer Kariv
Title:	Director
Pontifax (Cayman) III LP
By: Pontifax Management Fund III LP, its general partner
By: Pontifax Management III G.P. (2011) Ltd., its general partner
By:	/s/ Tomer Kariv
Name:	Tomer Kariv
Title:	Director