SEC FORM 4 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
 
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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*
PAREKH RAJESH B

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 04/01/2021 A 87,031 A (1) 87,031 I See footnote(2)
Common Stock 04/01/2021 A 2,445,239 A (3) 2,445,239 I See footnote(4)
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
Stock Option (Right to Buy) $3.36 04/01/2021 A 40,000 (5) 04/01/2031 Common Stock 40,000 $0 40,000 D
Explanation of Responses:
1. Received by Advent Life Sciences LLP in exchange for 345,785 Series A Preferred and 1,321,888 Series A-1 Preferred shares of Zikani Therapeutics, Inc. ("Zikani") in connection with the acquisition of Zikani by the Issuer.
2. Held directly by Advent Life Sciences LLP. The Reporting Person is a general partner of Advent Life Sciences LLP. The Reporting Person disclaims beneficial ownership of the reported shares, except to the extent of any pecuniary interest therein.
3. Received by Advent Life Sciences Fund II LLP in exchange for 9,715,135 Series A Preferred and 37,139,650 Series A-1 Preferred shares of Zikani in connection with the acquisition of Zikani by the Issuer.
4. Held directly by Advent Life Sciences Fund II LLP. Advent Life Sciences LLP is the manager of Advent Life Sciences Fund II LLP and the Reporting Person is a general partner of Advent Life Sciences LLP. The Reporting Person disclaims beneficial ownership of the reported shares, except to the extent of any pecuniary interest therein.
5. The stock option was issued pursuant to the Issuer's 2018 Equity Incentive Plan and vests as follows: one-half (1/2) of the shares underlying the option shall vest on April 1, 2022 (the "Cliff Vesting Date"), the remainder of the grant shall vest in twelve (12) equal installments on each successive monthly anniversary of the Cliff Vesting Date, subject to Reporting Person's continuous service as of each such date.
/s/ Neil S. Belloff, Attorney-in-Fact 04/05/2021
** 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).
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