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^*

Milne Jill C.

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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)
Common Stock	179,026⁽¹⁾	D

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 A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	66,657	⁽²⁾	D
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	8,189	⁽³⁾	D
Common Stock Warrant (right to buy)	⁽⁴⁾	10/31/2019	Common Stock	7,504⁽¹⁾	$1.67⁽¹⁾	D
Common Stock Warrant (right to buy)	⁽⁴⁾	10/31/2019	Common Stock	416⁽¹⁾	$1.67⁽¹⁾	D
Common Stock Warrant (right to buy)	⁽⁴⁾	10/31/2019	Common Stock	833⁽¹⁾	$1.67⁽¹⁾	D
Stock Option (right to buy)	⁽⁴⁾	02/28/2021	Common Stock	84,276⁽¹⁾	$1.67⁽¹⁾	D
Stock Option (right to buy)	⁽⁵⁾	12/17/2022	Common Stock	22,292⁽¹⁾	$2.31⁽¹⁾	D
Stock Option (right to buy)	⁽⁶⁾	12/17/2022	Common Stock	32,477⁽¹⁾	$2.31⁽¹⁾	D
Stock Option (right to buy)	⁽⁷⁾	04/16/2023	Common Stock	28,605⁽¹⁾	$2.31⁽¹⁾	D
Stock Option (right to buy)	⁽⁸⁾	03/18/2024	Common Stock	58,365⁽¹⁾	$6.81⁽¹⁾	D
Stock Option (right to buy)	⁽⁹⁾	03/25/2025	Common Stock	9,338⁽¹⁾	$11.05⁽¹⁾	D

Explanation of Responses:

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

2. The Series A 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.

3. 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.

4. Immediately.

5. This option was granted on December 18, 2012 and vested as to 25% of the shares on December 1, 2012 with the remaining 75% of the shares vesting in equal monthly installments thereafter through December 1, 2015.

6. This option was granted on December 18, 2012 and vested as to 25% of the shares on July 10, 2013 with the remaining 75% of the shares vesting in equal monthly installments thereafter through July 10, 2016.

7. This option was granted on April 17, 2013 and vested as to 25% of the shares on January 18, 2014 with the remaining 75% of the shares vesting in equal monthly installments thereafter through January 18, 2017.

8. This option was granted on March 19, 2014 and vested as to 25% of the shares on January 1, 2015 with the remaining 75% of the shares vesting in equal monthly installments thereafter through January 1, 2018.

9. 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/ Jill C. Milne	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).
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