George Jean Form 4 CATABASIS PHARMACEUTICALS / Jean George 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^*

George Jean

(Last) (First) (Middle)

C/O ADVANCED TECHNOLOGY VENTURES

500 BOYLSTON STREET SUITE 1380

(Street)

BOSTON MA 02108

(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	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		674,446	A	(1)	674,446	I	See Footnote(2)
Common Stock	06/30/2015		C		304,309	A	(1)	978,755	I	See Footnote(2)
Common Stock	06/30/2015		C		574,979	A	(1)	574,979	I	See Footnote(3)
Common Stock	06/30/2015		C		78,342	A	(1)	78,342	I	See Footnote(4)
Common Stock	06/30/2015		P		155,188	A	$12	1,133,943	I	See Footnote(2)
Common Stock	06/30/2015		P		91,166	A	$12	666,145	I	See Footnote(3)
Common Stock	06/30/2015		P		12,422	A	$12	90,764	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 (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			8,666,667	(1)	(1)	Common Stock	674,446	$0	0	I	See Footnote(2)
Series B Preferred Stock	(1)	06/30/2015		C			3,910,392	(1)	(1)	Common Stock	304,309	$0	0	I	See Footnote(2)
Series B Preferred Stock	(1)	06/30/2015		C			7,388,491	(1)	(1)	Common Stock	574,979	$0	0	I	See Footnote(3)
Series B Preferred Stock	(1)	06/30/2015		C			1,006,712	(1)	(1)	Common Stock	78,342	$0	0	I	See Footnote(4)
Stock Option (right to buy)	$12.21	06/30/2015		A		11,094		(5)	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 held directly by Advanced Technology Ventures VIII, L.P. ("ATV VIII"). ATV Associates VIII, LLC ("ATV A VIII") is the General Partner of ATV VIII and exercises voting and dispositive authority over the shares held by ATV VIII. Voting and dispositive decisions of ATV A VIII are made collectively by Michael A. Carusi, Ms. George, Steven N. Baloff, Robert C. Hower and William C. Wiberg (collectively, the "ATV VIII Managing Directors"). Ms. George disclaims beneficial ownership of the shares held by ATV VIII except to the extent of their pecuniary interest therein.

3. These shares are owned directly by Lightstone Ventures, L.P. ("LSV"). LSV Associates, LLC ("LSV GP") is the General Partner of Lightstone Ventures, L.P. and exercises voting and dispositive authority over the shares held by LSV. Voting and dispositive decisions of LSV GP are made collectively by Michael A. Carusi, Jean George, Ralph E. Christoffersen and Henry A. Plain, Jr. Ms. George disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

4. These shares are owned directly by Lightstone Ventures (A), L.P. ("LSV(A)"). LSV GP is the General Partner of LSV(A) and exercises voting and dispositive authority over the shares held by LSV(A). Voting and dispositive decisions of LSV GP are made collectively by Michael A. Carusi, Jean George, Ralph E. Christoffersen and Henry A. Plain, Jr. Ms. George disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

5. 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/ Jean George	06/30/2015
	** Signature of Reporting Person	Date
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