Edgar Filing: Ward Robert

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ward Robert

2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [SVOND]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

950 WINTER STREET, 4TH FLOOR NORTH

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2017

(Street)

WALTHAM, MA 02451

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

12/26/2017

22,427

⁽²⁾

12/26/2027

Common Stock

22,427

$ 0

22,427

Stock Options (Right to Buy)

$ 8

12/26/2017

22,427

⁽³⁾

12/26/2027

Common Stock

22,427

$ 0

22,427

Restricted Stock Units

⁽¹⁾

12/26/2017

640,785

⁽⁴⁾

12/26/2027

Common Stock

640,785

$ 0

640,785

Stock Options (Right to Buy)

$ 8

12/26/2017

640,785

⁽⁵⁾

12/26/2027

Common Stock

640,785

$ 0

640,785

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ward Robert 950 WINTER STREET, 4TH FLOOR NORTH WALTHAM, MA 02451	X		Chief Executive Officer

Signatures

/s/ Robert Ward		12/28/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.
(2)	The performance restricted stock units vest and become immediately exercisable upon the date that marks the Issuer's first successful completion of a Phase-2B study with respect to any indication, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
(3)	The performance stock options vest and become immediately exercisable upon the date that marks the Issuer's first successful completion of a Phase-2B study with respect to any indication, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
(4)	The time-vesting restricted stock units vest and become exercisable over a four (4) year period commencing on December 26, 2017 (the "Effective Date"), with one-third (1/3) of the units vesting on December 26, 2018, with an additional one-twelfth (1/12) of the units vesting on each quarterly anniversary of the Effective Date over the course of three (3) years, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer; provided that vesting will be accelerated following the achievement of certain milestones.
(5)	The time-vesting options vest and become exercisable over a four (4) year period commencing on the Effective Date, with one-third (1/3) of the shares of common stock underlying the options vesting on December 26, 2018, with an additional one-twelfth (1/12) of the shares underlying the options vesting on each quarterly anniversary of the Effective Date over the course of three (3) years, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer; provided that vesting will be accelerated following the achievement of certain milestones.

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