Eledon Pharmaceuticals (ELDN) Form 4 Change in insider ownership

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^*

OrbiMed Israel GP Ltd.

(Last) (First) (Middle)

89 MEDINAT HAYEHUDIM ST

BUILDING E, 11TH FLOOR

(Street)

HERZLIYA L3 4614001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Novus Therapeutics, Inc. [ NVUS ]

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)
05/09/2017

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	05/09/2017		A(1)		2,537,110	A	(1)	2,537,110	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

1. Name and Address of Reporting Person^*

OrbiMed Israel GP Ltd.

(Last) (First) (Middle)

89 MEDINAT HAYEHUDIM ST

BUILDING E, 11TH FLOOR

(Street)

HERZLIYA L3 4614001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OrbiMed Israel BioFund GP Limited Partnership

(Last) (First) (Middle)

89 MEDINAT HAYEHUDIM ST

BUILDING E, 11TH FLOOR

(Street)

HERZLIYA L3 4614001

(City) (State) (Zip)

Explanation of Responses:

1. Received in exchange for 3,898,632 shares of Otic Pharma, Ltd. Series B Preferred Shares, 816,954 shares of Series C Preferred Shares and 96,637 shares of Ordinary Shares in connection with the closing of the share purchase transaction with Otic Pharma, Ltd. All numbers give effect to the 9:1 reverse stock split effected by the Company on May 11, 2017 (the "Reverse Stock Split").

2. The reportable securities are owned directly by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power over the securities held by OIP and as a result may be deemed to have beneficial ownership over such securities.

3. This report on Form 4 is jointly filed by OrbiMed Israel and OrbiMed BioFund. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Erez Chimovits, to serve on the Issuer's board of directors. This report on Form 4 shall not be deemed an admission that any such entity or person, including the Reporting Persons, is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

	/s/ Ryan A. Murr, as attorney-in-fact for OrbiMed Israel Partners GP Ltd.	05/11/2017
	/s/ Ryan A. Murr, as attorney-in-fact for OrbiMed Israel BioFund GP Limited Partnership	05/11/2017
	** Signature of Reporting Person	Date
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