SEC Form 4 · accession 0001209191-17-059592
Eloxx Pharmaceuticals, Inc. · ELOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Opko Health, Inc.
10% Owner
Period of report
Sep 19, 2017
Accepted (ET)
Nov 7, 2017 · 4:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001035354
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 19, 2017 | C | 1,250,006 | $0.00 | A | 15,893,844 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0% Series C Convertible PerferredF2,F3 | $0.40 | Sep 19, 2017 | C | 66,667 | D | — | — | Common Stock | 1,250,006 | 0 | D |
Explanation of responses
- F1The Reporting Person converted 66,667 shares of 0% Series C Convertible Preferred Stock on September 19, 2017 at a conversion price of $.40 per share, resulting in the acquisition of 1,250,006 shares of Common Stock. The conversion was effected in connection with that certain proposed merger between the Issuer, Sevion Sub Ltd. ("Acquisition Sub"), and Eloxx Pharmaceuticals Ltd. ("Eloxx"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement dated May 31, 2017, Acquisition Sub will merge with and into Eloxx, with Eloxx becoming the surviving corporation and a wholly-owned subsidiary of the Issuer.
- F2The derivative security was previously subject to a "blocker" pursuant to which the reporting person was unable to convert the derivative security to the extent such conversion would result in the reporting person owning more than 4.99%.
- F3The convertible preferred stock was convertible at any time at the holder's option and had no expiration date.