Michael Derby Form 3/A PaxMedica / Michael Derby ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Derby Michael

(Last) (First) (Middle)

C/O PAXMEDICA, INC.

303 SOUTH BROADWAY, SUITE 125

(Street)

TARRYTOWN NY 10591

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2022

3. Issuer Name and Ticker or Trading Symbol
PaxMedica, Inc. [ PXMD ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/12/2022

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	385,000(1)(2)	D
Common Stock	7,241,745	I	TardiMed Sciences, LLC(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes restricted stock units that vest as described in the Company's Registration Statement on Form S-1 (File No. 333-239676).

2. Due to administrative error, 24,000 restricted stock units were omitted from the reporting person's Form 3.

3. The reporting person is the Managing Partner of TardiMed Sciences, LLC and has sole voting and dispositive control over the shares of Common Stock held by the entity. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Stephen D. Sheldon, Jr. Attorney-in-Fact	10/14/2022
	** 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 5 (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).
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