SEC FORM 3

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^*

Modi Rick

(Last)

(First)

(Middle)

C/O CATABASIS PHARMACEUTICALS, INC.

ONE KENDALL SQ. BLDG. 1400E, STE. B14202

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2015

3. Issuer Name and Ticker or Trading Symbol
CATABASIS PHARMACEUTICALS INC [ CATB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Business Officer

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,094⁽¹⁾	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	02/11/2025	Common Stock	119,066⁽³⁾	$9.51⁽³⁾	D
Stock Option (right to buy)	⁽⁴⁾	03/25/2025	Common Stock	5,058⁽³⁾	$11.05⁽³⁾	D

Explanation of Responses:

1. The Series B Preferred Stock is convertible into Common Stock on a 1-for-12.85 basis into the number of shares shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. This option was granted on February 12, 2015 and vests over four years with 25% of the shares vesting on January 26, 2016, and the remaining 75% of the shares vesting in equal monthly installments thereafter through January 26, 2019.

3. Reflects a 1-for-12.85 reverse stock split effected on June 11, 2015.

4. This option was granted on March 26, 2015 and vests over four years with 25% of the shares vesting on March 26, 2016, and the remaining 75% of the shares vesting in equal monthly installments thereafter through March 26, 2019.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Rick Modi	06/24/2015
	** 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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