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OPKO Health Inc.

Major Shareholding Notification Dec 23, 2017

6963_rns_2017-12-22_f1c0c996-7b4e-4f20-9637-70dfc6d92bb3.pdf

Major Shareholding Notification

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FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

Check this box if no longer subject to

Instruction 1(b).

Form 5 obligations may continue. See STATEMENT OF CHANGES IN 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

1. Name and Address of Reporting Person
OPKO Health, Inc.
2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [SVOND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
____ Director
X
(Last)
(First)
4400 Biscayne Blvd.
(Middle) 3. Date of Earliest Transaction (Month/Day/Year)
12/19/2017
10% Owner
_ Officer (give title below)_ Other (specify below)
(Street)
Miami
FL
(City)
(State)
33137
(Zip)
4. If Amendment, Date 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)
2. Transaction
Date
(Month/Day/Year)
2A. Deemed
Execution Date, if
any
(Month/Day/Year)
3. Transaction
Code
(Instr. 8)
4. Securities Acquired
(A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially
Owned Following Reported
Transaction(s)
6.
Ownership
Form:
7. Nature of
Indirect
Beneficial
Code V Amount (A) or
(D)
Price (Instr. 3 and 4) Direct (D)
or Indirect
(I)
(Instr. 4)
Ownership
(Instr. 4)
Common Stock 12/19/2017 A 495,126
(1)
A (1) 1,289,818 D

Section 16. Form 4 or

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative
Security
(Instr. 3)
2.
Conversion
or Exercise
Price of
Derivative
Security
3. Transaction
Date
(Month/Day/Year)
3A. Deemed
Execution Date, if
any
(Month/Day/Year)
4.
Transaction
Code
(Instr. 8)
5. Number
of
Derivative
Securities
Acquired
(A) or
(D)
(Instr. 3, 4,
and 5)
Disposed of 6. Date Exercisable and
Expiration Date
(Month/Day/Year)
7. Title and
Amount of
Underlying
Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)
9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
(Instr. 4)
10.
Ownership
Form of
Derivative
Security:
Direct (D)
or Indirect
(I)
(Instr. 4)
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount
or
Number
of Shares

Explanation of Responses:

(1) On December 19, 2017, the Issuer, Sevion Sub Ltd. ("Acquisition Sub"), and Eloxx Pharmaceuticals Ltd. ("Eloxx"), completed the merger contemplated under that certain Merger Agreement dated May 31, 2017, and pursuant to which Acquisition Sub merged with and into Eloxx, with Eloxx becoming the surviving corporation and a wholly-owned subsidiary of the Issuer. At the effective time of the merger, shares held by existing Eloxx shareholders prior to the Merger was converted, on a pro rata basis, into the right to receive 20,316,656 shares of Issuer common stock, after giving effect to a 1-for-20 reverse stock split that was effected on December 19, 2017.

Adam Logal, Chief Financial Officer 12/21/2017

**Signature of Reporting Person Date

* If the form is filed by more than one reporting person, see Instruction 4(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.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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