David-Alexandre C Gros Form 4 Eledon Pharmaceuticals / David-Alexandre C Gros 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^*

Gros David-Alexandre C

(Last) (First) (Middle)

C/O ELEDON PHARMACEUTICALS, INC.

19800 MACARTHUR BLVD STE. 250

(Street)

IRVINE CA 92612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eledon Pharmaceuticals, Inc. [ ELDN ]

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

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2025

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

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
Stock Option (right to buy)	$4.04	01/10/2025		A		600,000		(1)	01/10/2035	Common Stock	600,000	$0	600,000	D
Restricted Stock Units	(2)	01/10/2025		A/K		66,500		(3)	(3)	Common Stock	66,500	$0	66,500	D

Explanation of Responses:

1. This option represents a right to purchase up to 600,000 shares of common stock, which option vests with respect to 150,000 shares on January 10, 2026, and then with respect to 6.25% of the underlying shares quarterly over the three-year period ending January 10, 2029, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including certain terminations of the reporting person or upon certain changes of control of the issuer.

2. Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's common stock upon settlement for no consideration.

3. Represents shares issuable on settlement of restricted stock units ("RSUs"). The RSUs will vest with respect to 50% of the RSUs on January 10, 2027, and then with respect to the remaining 50% of the underlying shares on January 10 2028, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including certain terminations of the reporting person or upon certain changes of control of the issuer.

	/s/ Paul Little, as attorney-in-fact for David Alexandre C. Gros, M.D.	01/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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