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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Pontifax Management III G.P. (2011) Ltd. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/19/2017	3. Issuer Name and Ticker or Trading Symbol Eloxx Pharmaceuticals, Inc. [ SVOND ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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	2,287,937	I	By Pontifax Investment Fund(1)
Common Stock	4,900,249	I	By Pontifax Investment Fund(2)

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

1. Name and Address of Reporting Person* Pontifax Management III G.P. (2011) Ltd. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pontifax Management Fund III L.P. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pontifax (Cayman) III, L.P. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pontifax (Israel) III, L.P. (Last) (First) (Middle) C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents shares of the Issuer held by Pontifax (Cayman) III, L.P. ("Cayman III"). Pontifax Management Fund III L.P. ("Pontifax III") is the general partner of Cayman III. Pontifax Management III G.P. (2011) Ltd. ("Management III") is the general partner of Pontifax III. As a result, each of Management III and Pontifax III may be deemed to share voting and dispositive power with respect to the shares held by Cayman III. Each of Management III, Pontifax III and Cayman III disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

2. Represents shares of the Issuer held by Pontifax (Israel) III, L.P. ("Israel III"). Pontifax III is the general partner of Israel III. Management III is the general partner of Pontifax III. As a result, each of Management III and Pontifax III may be deemed to share voting and dispositive power with respect to the shares held by Israel III. Each of Management III, Pontifax III and Israel III disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

Remarks:

Exhibit 24.1 - Pontifax Management III G.P. (2011) Ltd. Power of Attorney. Exhibit 24.2 - Pontifax Management Fund III L.P. Power of Attorney. Exhibit 24.3 - Pontifax (Cayman) III, L.P. Power of Attorney. Exhibit 24.4 - Pontifax (Israel) III, L.P. Power of Attorney.

	Pontifax Management III G.P. (2011) Ltd., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	12/29/2017
	Pontifax Management Fund III L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	12/29/2017
	Pontifax (Cayman) III, L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	12/29/2017
	Pontifax (Israel) III, L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer	12/29/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.