Sec Form 4 Filing - FROST PHILLIP MD ET AL @ Sevion Therapeutics, Inc. - 2017-12-19

Insider filing report for Changes in Beneficial Ownership
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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
FROST PHILLIP MD ET AL
2. Issuer Name and Ticker or Trading Symbol
Sevion Therapeutics, Inc. [ SVOND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2017
(Street)
MIAMI, FL33137
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Company Stock Option $ 6 12/19/2017 A 3,621 12/19/2017 12/19/2027 Common Stock 3,621 ( 1 ) 3,621 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FROST PHILLIP MD ET AL
4400 BISCAYNE BOULEVARD, SUITE 1500
MIAMI, FL33137
See Remarks
Signatures
/s/ Phillip Frost 12/21/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Such options were granted to Dr. Frost under Sevion Therapeutics Inc.'s ("Sevion's") 2008 Incentive Compensation Plan for services performed during Sevion's fiscal year ended June 30, 2017 and the portion of Sevion's fiscal year ended June 30, 2018 leading up to the closing of Sevion's transaction with Eloxx Pharmaceuticals, Ltd. (the "Transaction"), which occurred on December 19, 2017. In connection with the closing of the Transaction, Sevion effected a 1-for-20 reverse stock split and changed its corporate name to "Eloxx Pharmaceuticals, Inc." Such options were granted on a post-split basis and are immediately exercisable at an exercise price of $6.00 per share, which is equal to the closing selling price of Sevion's common stock on December 19, 2017, as reflected on a post-split basis.

Remarks:
The Reporting Person resigned as a Director of Sevion, effective upon closing of the Transaction.

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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