Sec Form 4 Filing - PAREKH RAJESH B @ Eloxx Pharmaceuticals, Inc. - 2021-04-01

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
PAREKH RAJESH B
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)
(Last) (First) (Middle)
C/O ELOXX PHARMACEUTICALS, INC., 950 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
WALTHAM, MA02451
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
Common Stock 04/01/2021 A 87,031 A 87,031 I See footnote ( 2 )
Common Stock 04/01/2021 A 2,445,239 A 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 (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) $ 3.36 04/01/2021 A 40,000 ( 5 ) 04/01/2031 Common Stock 40,000 $ 0 40,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAREKH RAJESH B
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA02451
X
Signatures
/s/ Neil S. Belloff, Attorney-in-Fact 04/05/2021
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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