Stephen G. MacDonald Form 3 Eloxx Pharmaceuticals / Stephen G. MacDonald 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^*

MacDonald Stephen G.

(Last) (First) (Middle)

C/O ELOXX PHARMACEUTICALS, INC.

950 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2020

3. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [ ELOX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Finance & Acctg, Treasurer

5. 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 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)

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
Employee Stock Option (Right to Buy)	(1)(2)	10/21/2029	Common Stock	15,000	3.93	D
Employee Stock Option (Right to Buy)	(1)(3)	03/11/2030	Common Stock	27,500	2.88	D
Employee Stock Option (Right to Buy)	(1)(4)	04/02/2030	Common Stock	14,100	1.59	D

Explanation of Responses:

1. The stock options were issued pursuant to the Issuer's 2018 Equity Incentive Plan.

2. The option vests and becomes exercisable over a four-year period, with one-fourth of the shares of common stock underlying the options vesting on October 21, 2020, and the remainder vests in twelve equal quarterly installments thereafter, subject to Reporting Person's continuous service as of each such date.

3. The option vests and becomes exercisable over a two-year period as follows: two-fifths (2/5) of the shares underlying the option shall vest on March 11, 2021, another two-fifths (2/5) shall vest on September 11, 2021 and the remainder of the grant shall vest on March 11, 2022, subject to Reporting Person's continuous service as of each such date.

4. The option vests and becomes exercisable over a four-year period, with one-fourth of the shares of common stock underlying the options vesting on April 2, 2021, and the remainder vesting in twelve equal quarterly installments thereafter, subject to Reporting Person's continuous service as of each such date.

	/s/ Stephen G. MacDonald	01/22/2021
	** 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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