Sec Form 3 Filing - Callori Fred @ CATABASIS PHARMACEUTICALS INC - 2021-01-28

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Callori Fred
2. Issuer Name and Ticker or Trading Symbol
CATABASIS PHARMACEUTICALS INC [ CATB]
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 CATABASIS PHARMACEUTICALS, INC., 100 HIGH STREET, FLOOR 28
3. Date of Earliest Transaction (MM/DD/YY)
01/28/2021
(Street)
BOSTON, MA02110
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 543,373 I By Xontogeny, LLC ( 1 )
Common Stock 1,933,551 I By Perceptive Xontogeny Venture Fund, LP ( 1 )
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
Series X Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 8,234 I By Xontogeny, LLC ( 1 )
Series X Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 29,303 I By Perceptive Xontogeny Venture Fund, LP ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Callori Fred
C/O CATABASIS PHARMACEUTICALS, INC.
100 HIGH STREET, FLOOR 28
BOSTON, MA02110
X
Signatures
/s/ Benjamin Harshbarger, attorney-in-fact for Frederick P. Callori 02/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 28, 2021, Issuer completed its merger with Quellis Biosciences, Inc. (the "Merger") in accordance with the terms of the Agreement and Plan of Merger, dated January 28, 2021. In connection with the Merger, a limited partnership and a limited liability company (together, the "Funds") in which the Reporting Person has an indirect pecuniary interest received shares of Issuer common stock and shares of Series X Convertible Preferred Stock in exchange for an aggregate of 350,000 shares of Quellis Biosciences, Inc. common stock and 1,245,447 shares of Quellis Biosciences, Inc. preferred stock. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein.
( 2 )Upon stockholder approval of the conversion of Series X Convertible Preferred Stock into shares of common stock, each share of Series X Non-Voting Convertible Preferred Stock automatically converts into 1,000 shares of Common Stock, subject to certain limitations.

Remarks:
Exhibit 24 - Power of Attorney.

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