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. 26361 CROWN VALLEY PARKWAY, SUITE 150 (Street) MISSION VIEJO CA 92691 (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) 12/24/2009
	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	12/24/2009		J		714,286(4)	A	(4)	25,953,019	I(1)(2)(3)(4)(5)(6)(7)	See Footnotes(1)(2)(3)(4)(5)(6)(7)

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 December 24, 2009, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), held (i) 7,932,514 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 13,768,928 Common Shares of the Company at an exercise price of $0.28 per share subject to certain adjustments (the "LP Warrant"), (iii) a put option to acquire up to an additional 1,767,857 additional Units (the "Additional Units "), comprised of an aggregate of 1,767,857 shares of common stock of the Company and warrants to purchase up to an aggregate of 3,535,714 additional shares of common stock at the per Additional Unit purchase price of $0.28 (the "LP Call Option") and (iv) a call option to require Opportunity LP to acquire up to 1,767,857 Additional Units, less any Additional Units acquired under the LP Call Option, at the per Additional Unit purchase price of $0.28 (the "LP Put Option").

2. As of December 24, 2009, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held (i) 16,996,774 Common Shares of the Company, (ii) warrants to purchase up to 29,345,357 Common Shares of the Company at an exercise price of $0.28 per share subject to certain adjustments (the "Ltd Warrant"), (iii) a put option to acquire up to an additional 4,125,000 Additional Units, comprised of an aggregate of 4,125,000 shares of common stock of the Company and warrants to purchase up to an aggregate of 8,250,000 additional shares of common stock at the per Additional Unit purchase price of $0.28 (the "Ltd Call Option") and (iv) a call option to require Opportunity LP to acquire up to 1,767,857 Additional Units, less any Additional Units acquired under the Ltd Call Option, at the per Additional Unit purchase price of $0.28 (the "Ltd Put Option").

3. As of December 24, 2009, Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), held 1,023,731 Common Shares of the Company and warrants to purchase up to 500,000 Common Shares of the Company at an exercise price of $0.28 per share subject to certain adjustments (the "JV Warrant").

4. On December 24, 2009, the Company entered into amendment (the "Amendment") to the Securities Purchase and Exchange Agreement dated October 6, 2009 (the "Agreement") pursuant to which the Company agreed to lower the conversion price of the Company's Senior Convertible Notes issued in 2008 (the "Notes") from $0.35 per share to $0.28 per share and as a result, issued to Opportunity LP and Opportunity Ltd an additional 714,286 shares of the Company's Common Stock upon conversion of the Notes. The Amendment was executed to resolve a misunderstanding regarding one of the Financing terms between the Company and the investors in the Financing.

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

6. The LP Warrant, Ltd Warrant and JV Warrant each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Common Shares then issued and outstanding, which prohibition cannot be removed by the holder before the 61st day after such holder's notice to the Company of its election to remove such prohibition.

7. 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.

	Michael P. McManus, by Power of Attorney	12/28/2009
	** 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 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).
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