|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 | ||||||||
Stock Option (Right to Buy) | $ 23.27 | 06/15/2018 | A | 40,000 | (1) | 06/15/2028 | Common Stock | 40,000 | $ 0 | 40,000 | I | See Footnote (2) | |||
Stock Option (Right to Buy) | $ 23.27 | 06/15/2018 | A | 40,000 | (1) | 06/15/2028 | Common Stock | 40,000 | $ 0 | 40,000 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pontifax Management III G.P. (2011) Ltd. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH WALTHAM, MA |
X | |||
Pontifax Management Fund III L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH WALTHAM, MA 02451 |
X | |||
Pontifax (Cayman) III, L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR WALTHAM, MA 02451 |
X | |||
Pontifax (Israel) III, L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH WALTHAM, MA 02451 |
X |
Pontifax Management III G.P. (2011) Ltd., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer | 06/19/2018 | |
**Signature of Reporting Person | Date | |
Pontifax Management Fund III L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer | 06/19/2019 | |
**Signature of Reporting Person | Date | |
Pontifax (Cayman) III, L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer | 06/19/2018 | |
**Signature of Reporting Person | Date | |
Pontifax (Israel) III, L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer | 06/19/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | One half (1/2) of the shares underlying the option shall vest on June 15, 2019 (the "Cliff Vesting Date"), the remainder of the grant shall vest in equal installments on each successive monthly anniversary of the Cliff Vesting Date, subject to Reporting Person's continuous service as of each such date. |
(2) | The reported securities are owned directly by Tomer Kariv, a general partner of Pontifax Management III G.P. (2011) Ltd. ("Pontifax 3"). Mr. Kariv will assign the economic interests of the reported securities to Pontifax 3 and it may be deemed the indirect beneficial owner of the security. Pontifax 3 disclaims beneficial ownership of the security except to the extent of its pecuniary interest therein. |
(3) | The reported securities are owned directly by Ran Nussbaum, a general partner of Pontifax 3. Mr. Nussbaum will assign the economic interests of the reported securities to Pontifax 3 and it may be deemed the indirect beneficial owner of the security. Pontifax 3 disclaims beneficial ownership of the security except to the extent of its pecuniary interest therein. |