Sec Form 4 Filing - Pontifax Management 4 G.P. (2015) Ltd. @ Eloxx Pharmaceuticals, Inc. - 2019-05-29

Insider filing report for Changes in Beneficial Ownership

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The following is an SEC EDGAR document rendered as filed.

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 *
Pontifax Management 4 G.P. (2015) Ltd.
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)
(Last)
(First)
(Middle)
C/O ELOXX PHARMACEUTICALS, INC., 950 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/29/2019
(Street)
WALTHAM, MA02451
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
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
Stock Option (Right to Buy) $ 9.02 05/29/2019 A 20,000 ( 1 ) 05/29/2029 Common Stock 20,000 $ 0 20,000 I See Footnote ( 2 )
Stock Option (Right to Buy) $ 9.02 05/29/2019 A 20,000 ( 1 ) 05/29/2029 Common Stock 20,000 $ 0 20,000 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pontifax Management 4 G.P. (2015) Ltd.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Pontifax IV GP L.P.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Pontifax (Cayman) IV L.P.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Pontifax (China) IV L.P.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Pontifax (Israel) IV, L.P.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Pontifax Management III G.P. (2011) Ltd.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Pontifax Management Fund III L.P.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Pontifax (Cayman) III, L.P.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Pontifax (Israel) III, L.P.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Signatures
/s/ Gregory Weaver, Attorney-in-Fact 05/29/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )One half (1/2) of the shares underlying the option shall vest on May 29, 2020 (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.
( 2 )The reported securities are owned directly by Tomer Kariv, a director of Pontifax Management 4 G.P. (2015) Ltd. and Pontifax Management III G.P. (2011) Ltd. (collectively, "Pontifax").Pontifax Management 4.G.P. (2015) Ltd., is the general partner of Pontifax Management 4 G.P. L.P., which is the general partner of each of Pontifax (Cayman) IV L.P., Pontifax (China) IV L.P. and Pontifax (Israel) IV L.P.Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P., which is the general partner of each of Pontifax (Cayman) III L.P. and Pontifax (Israel) III L.P.Mr. Kariv will assign the economic interests of the reported securities to Pontifax and Pontifax may be deemed the indirect beneficial owner of the security. Pontifax disclaims beneficial ownership of the security except to the extent of its pecuniary interest therein.
( 3 )The reported securities are owned by Ran Nussbaum, a director of Pontifax. Mr. Nussbaum will assign the economic interests of the reported securities to Pontifax and Pontifax may be deemed the indirect beneficial owner of the security. Pontifax disclaims beneficial ownership of the security except to the extent of its pecuniary interest therein.

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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