Nicholas Galakatos Form 4 CATABASIS PHARMACEUTICALS / NICHOLAS GALAKATOS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GALAKATOS NICHOLAS

(Last) (First) (Middle)

C/O CLARUS VENTURES, LLC

101 MAIN STREET SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2015

4. If Amendment, Date of 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

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
Common Stock	06/30/2015		C		1,618,676	A	(1)	1,618,676	I	See Footnotes(2)(3)
Common Stock	06/30/2015		C		757,117	A	(1)	2,375,793	I	See Footnotes(2)(3)
Common Stock	06/30/2015		P		376,695	A	$12	2,752,488	I	See Footnotes(2)(3)

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 Securities Underlying Derivative Security (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: 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 A Preferred Stock	(1)	06/30/2015		C			20,800,000	(1)	(1)	Common Stock	1,618,676	$0	0	I	See Footnotes(2)(3)
Series B Preferred Stock	(1)	06/30/2015		C			9,728,971	(1)	(1)	Common Stock	757,117	$0	0	I	See Footnotes(2)(3)
Stock Option (right to buy)	$12.21	06/30/2015		A		11,094		(4)	06/29/2025	Common Stock	11,094	$0	11,094	D

Explanation of Responses:

1. The Series A and Series B Preferred Stock converted into Common Stock on a 1-for-12.85 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A and B Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

2. These shares are owned directly by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus.

3. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Dr. Galakatos, Denis Henner, Robert Liptak, Nicholas Simon, Michael Steinmetz and Kurt Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Dr. Galakatos disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.

4. This option was granted on June 30, 2015 and vests over three years, with one-third of the shares vesting on each anniversary of the grant date until the third anniversary of the grant date.

	/s/ Nicholas Galakatos	06/30/2015
	** Signature of Reporting Person	Date
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