Sec Form 4 Filing - Aklog Lishan @ PAVmed Inc. - 2016-04-28

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 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

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1. Name and Address of Reporting Person Aklog Lishan 2. Issuer Name and Ticker or Trading Symbol PAVmed Inc. [ PAVM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 420 LEXINGTON AVENUE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2016 (Street) NEW YORK, NY10170 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,713,879 I By HCFP/Capital Partners III LLC ( 1 ) Common Stock 04/28/2016 A 12,000 A 2,520,532 I By Pavilion Venture Partners LLC ( 3 ) Common Stock 04/28/2016 A 87,020 A 87,020 I By HCFP Inc. ( 4 ) Common Stock 04/28/2016 A 125,000 A 125,000 I By HCFP/Capital Partners IIIB LLC ( 5 ) Common Stock 04/28/2016 A 20,000 A 20,000 I By HCFP/AG LLC ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Warrants $ 5 10/28/2016 01/29/2022 Common Stock 5,713,879 5,713,879 I By HCFP/Capital Partners III LLC ( 1 ) Warrants $ 5 04/28/2016 A 12,000 10/28/2016 01/29/2022 Common Stock 12,000 ( 2 ) 2,220,532 I By Pavilion Venture Parnters LLC ( 3 ) Warrants $ 5 04/28/2016 A 87,020 10/28/2016 01/29/2022 Common Stock 87,020 ( 2 ) 387,020 I By HCFP Inc. ( 4 ) Warrants $ 5 04/28/2016 A 125,000 10/28/2016 01/29/2022 Common Stock 125,000 ( 2 ) 125,000 I By HCFP/Capital Partners IIIB LLC ( 5 ) Warrants $ 5 04/28/2016 A 20,000 10/28/2016 01/29/2022 Common Stock 20,000 ( 2 ) 20,000 I By HCFP/AG LLC ( 6 ) Employee Stock Option (Right to Buy) $ 5 04/28/2016 A 278,726 ( 7 ) 04/28/2026 Common Stock 278,726 $ 0 278,726 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aklog Lishan 420 LEXINGTON AVENUE SUITE 300 NEW YORK, NY10170 X X Chairman and CEO HCFP/Capital Partners III LLC 420 LEXINGTON AVENUE SUITE 300 NEW YORK, NY10170 X Pavilion Venture Partners LLC 420 LEXINGTON AVENUE SUITE 300 NEW YORK, NY10170 X Signatures /s/ Dr. Lishan Aklog 05/02/2016 Signature of Reporting Person Date /s/ Dr. Lishan Aklog, as manager of HCFP/Capital Partners III LLC 05/02/2016 Signature of Reporting Person Date /s/ Dr. Lishan Aklog, as manager of Pavilion Venture Partners LLC 05/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dr. Aklog is a member and a co-manager of HCFP/Capital Partners III LLC, and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein. ( 2 )The reporting person purchased units from the issuer, each unit consisting of one share of the issuer's common stock and one warrant, at a price of $5.00 per unit. Each warrant entitles the holder to purchase one share of the issuer's common stock at an exercise price of $5.00 per share, subject to adjustment. ( 3 )Dr. Aklog is a member and sole manager of Pavilion Venture Partners LLC, and has sole voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein. ( 4 )Dr. Aklog is a controlling shareholder of HCFP Inc., and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein. ( 5 )Dr. Aklog is a member and a co-manager of the entity that acts as sole manager of HCFP/Capital Partners IIIB LLC, and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his pecuniary interest therein. ( 6 )Dr. Aklog is a co-manager of HCFP/AG LLC, and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his pecuniary interest therein. ( 7 )The option vests as to 3/36 of the shares on July 28, 2016 and in 33 equal monthly installments thereafter.

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).

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