KAZIA THERAPEUTICS LTD — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARSHALL EDWARDS INC (MSHL)
CIK: 0001262104
Period of Report: 2012-05-11

Reporting Person: NOVOGEN LTD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-11	Common stock, par value $0.00000002 per share	X	4494377	$0.89	Acquired	17837286	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-11	Subscription rights (right to buy)	$0.445	X	8988675	Disposed	2012-05-11	Units consisting of common stock and warrants (8988675)	Direct
2012-05-11	Warrants to purchase shares of common stock	$1.19	X	2247168	Acquired	2017-05-10	Common stock (2247168)	Direct

Footnotes

F1: The shares of common stock, par value $0.00000002 per share ("Common Stock") and warrants to purchase Common Stock were acquired in connection with the Marshall Edwards, Inc. (the "Company") rights offering, the subscription period for which expired on May 11, 2012. In the rights offering, the Company distributed to its shareholders and holders of its Series A warrants, on a pro rata basis, subscription rights for the purchase of units. Each unit consisted of 0.50 shares of the Company's Common Stock and warrants to purchase an additional 0.25 shares of Common Stock at an exercise price of $1.19 per share. The subscription price for each unit was $0.445 (or $0.89 for two units, representing one whole share of Common Stock). (Continued in Footnote 2)

F2: Novogen exercised its subscription rights for an aggregate of 8,988,675 units. Accordingly, upon the closing of the rights offering, the Company issued to Novogen 4,494,377 shares of Common Stock and warrants to purchase an additional 2,247,168 shares of Common Stock.

F3: Includes 13,010,286 outstanding shares of Common Stock, as well as 4,827,000 shares of Common Stock issuable upon conversion of 1,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share, owned by Novogen. Each share of Series A Convertible Preferred Stock is convertible at any time and from time to time and without the payment of additional consideration by the holder thereof into 4,827 shares of Common Stock, for an aggregate amount of 4,827,000 shares. (Continued in Footnote 4)

F4: In addition, if a Phase II clinical trial involving any of the isoflavone technology acquired by the Company pursuant to that certain Asset Purchase Agreement, dated as of December 21, 2010, between the Company, Novogen and Novogen Research Pty Limited, has achieved a statistically significant result (p=0.05 or less) or a first patient is enrolled in a Phase III clinical trial involving such technology, whichever is earlier, each share of the Series A Convertible Preferred Stock not already converted may thereafter be converted into 9,654 shares of Common Stock.