SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Cavalier David (Last) (First) (Middle) C/O AEOLUS PHARMACEUTICALS, INC. 23811 INVERNESS PLACE (Street) LAGUNA NIGUEL CA 92677 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AEOLUS PHARMACEUTICALS, INC. [ AOLS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/22/2008
	4. 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 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) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	09/22/2008(7)		L		5,000	A	$0.45	10,627,372	I(6)	See Footnote(6)
Common Stock, par value $0.01 per share	09/26/2008(7)		L		5,000	A	$0.4	10,632,372	I(6)	See Footnote(6)
Common Stock, par value $0.01 per share	09/29/2008		P		15,000	A	$0.4333	10,647,372(1)(2)(3)(4)(5)(6)	I(1)(2)(3)(4)(5)(6)	Footnotes(1)(2)(3)(4)(5)(6)

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 Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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. As of September 29, 2008, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), held (i) 3,072,963 common shares, $0.01 par value per share (the "Common Shares"), of Aeolus Pharmaceuticals, Inc., a Delaware corporation (the "Company"), (ii) warrants to purchase up to 660,000 Common Shares of the Company at an exercise price of $0.35 per share, (iii) a 7% senior convertible note ("Note 1") maturing on February 1, 2011 in the aggregate principal amount of $75,000, which is convertible into 214,285 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (iv) warrants ("Warrant 1") to purchase 150,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments, (v) a 7% senior convertible note ("Note 4") maturing on March 4, 2011 in the aggregate principal amount of $18,750, which is convertible into 53,571 Common Shares at a conversion price of $0.35 per share subject to certain adjustments,

2. and (vi) warrants ("Warrant 4") to purchase 37,500 Common Shares at an exercise price of $0.50 per share subject to certain adjustments.

3. As of September 29, 2008, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held (i) 6,550,678 Common Shares of the Company, (ii) warrants to purchase up to 990,000 Common Shares of the Company at an exercise price of $0.35 per share, (iii) a 7% senior convertible note ("Note 2"), in the aggregate principal amount of $175,000, which is convertible into 500,000 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (iv) warrants ("Warrant 2") to purchase 350,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments, (v) a 7% senior convertible note ("Note 5"), in the aggregate principal amount of $43,750, which is convertible into 125,000 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, and (vi) warrants ("Warrant 5") to purchase 87,500 Common Shares at an exercise price of $0.50 per share subject to certain adjustments.

4. As of September 29, 2008, Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), held (i) 1,023,731 Common Shares of the Company, (ii) warrants to purchase up to 500,000 Common Shares of the Company at an exercise price of $0.35 per share, (iii) a 7% senior convertible note ("Note 3"), in the aggregate principal amount of $250,000, which is convertible into 714,285 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, and warrants ("Warrant 3") to purchase 500,000 Common shares at an exercise price of $0.50 per share subject to certain adjustments, (v) a 7% senior convertible note ("Note 6"), in the aggregate principal amount of $62,500, which is convertible into 178,571 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, and (vi) warrants ("Warrant 6") to purchase 125,000 Common shares at an exercise price of $0.50 per share subject to certain adjustments.

5. All of the warrants may be exercised within 60 days of this filing.

6. The reporting person, David Cavalier, is Chief Operating Officer of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, LLC, a Delaware limited liability company ("Opportunity Partners"). Opportunity Partners is the sole member of the investment manager of Opportunity LP and Opportunity Ltd, and the investment manager of JV Partners, and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Opportunity LP, Opportunity Ltd and JV Partners. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. Mitchell D. Kaye, the Chief Executive Officer of Xmark Capital Partners, LLC and David C. Cavalier share voting and investment power with respect to all securities beneficially owned by Opportunity Partners.

7. The Acquisition on September 22, 2008 and September 26, 2008 was eligible previously for deferred reporting in reliance on Rule 16a-6.

	Michael P. McManus, by Power of Attorney	10/01/2008
	** Signature of Reporting Person	Date
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