SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person=s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Schedule 13D is filed by Lishan Aklog (“Aklog”), Ira Scott Greenspan (“Greenspan”), HCFP/Capital Partners III LLC (“HCFP/CPIII”) and Pavilion Venture Partners LLC (“Pavilion,” and together with Aklog, Greenspan and HCFP/CPIII, the “Reporting Persons”) with respect to ownership of the common stock, par value $0.001 per share (“Common Stock”), of PAVmed Inc., a Delaware corporation (the “Issuer”).

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 13,310,000 shares of Common Stock outstanding as of April 28, 2016.

The class of equity securities to which this Schedule 13D relates is the Common Stock of the Issuer. The Issuer’s principal executive offices are located at One Grand Central Place, Suite 4600, New York, New York 10165.

Aklog’s business address is One Grand Central Place, Suite 4600, New York, New York 10165. The business address of each of Greenspan, Pavilion and HCFP/CPIII is 420 Lexington Ave, Suite 300, New York, New York 10170. Aklog has been the Issuer’s Chairman and Chief Executive Officer since its inception on June 26, 2014. Greenspan has been a Senior Adviser to the Issuer since its inception on June 26, 2014 and a Director of the Issuer since January 2015. Each of HCFP/CPIII and Pavilion is a private financial advisory and investment firm. Aklog is the manager of Pavilion and Aklog and Greenspan are the managers of HCFP/CPIII.

None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Aklog and Greenspan are citizens of the United States. HCFP/CPIII and Pavilion are Delaware limited liability companies.

In June 2014, in connection with the Issuer’s organization, (i) HCFP/CPIII acquired 2,030,000 shares of Common Stock for $0.001 per share, and warrants to purchase an additional 2,187,500 shares of Common Stock at an exercise price of  $2.50 per share for $0.0001 per warrant, for an aggregate purchase price and total consideration of $2,248.75, and (ii) Pavilion acquired 870,000 shares of Common Stock for $0.001 per share, and warrants to purchase an additional 937,500 shares of Common Stock at an exercise price of $2.50 per share for $0.0001 per warrant, for an aggregate purchase price and total consideration of  $963.75. HCFP/CPIII and Pavilion used their working capital for such purchases.

In July 2014, (i) Greenspan acquired 10,000 units form the Issuer, (ii) HCFP/CPIII acquired 20,000 units from the Issuer, (iii) Pavilion acquired 30,000 units from the Issuer, and (iv) Robert M. Greenspan, Greenspan’s son, acquired 5,000 units, in

each case for a purchase price of $0.50 per unit, for an aggregate purchase price of $5,000, $10,000, $15,000 and $2,500 for Greenspan, HCFP/CPIII, Pavilion and Robert M. Greenspan, respectively. Each unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock at an exercise price of $2.50. Robert M. Greenspan subsequently exercised warrants to purchase 2,500 shares of Common Stock. Greenspan and Robert M. Greenspan used their personal funds and HCFP/CPIII and Pavilion used their working capital for such purchases.

In September 2015, the Issuer effected a 2.7872582-for-1 forward stock split by way of a stock dividend of 1.7872582 shares for each outstanding share.

On April 27, 2016, Pavilion sold 300,000 warrants to HCFP Inc., an entity controlled by Aklog and Greenspan, in a private transaction for a purchase price of $0.20 per warrant, or an aggregate of $60,000. HCFP Inc. used its working capital for such purchase.

On April 28, 2016, as part of the Issuer’s initial public offering, (i) Pavilion acquired 12,000 units from the Issuer, (ii) HCFP Inc. acquired 87,020 units from the Issuer, (iii) HCFP/Capital Partners IIIB LLC, an entity managed by HCFP/CPIII, acquired 125,000 units from the Issuer, and (iv) HCFP/AG LLC, an entity managed by Aklog and Greenspan, acquired 20,000 units from the Issuer, in each case for a purchase price of $5.00 per unit, for an aggregate purchase price of $60,000, $435,100, $625,000 and $100,000 for HCFP Inc., HCFP/Capital Partners IIIB LLC and HCFP/AG LLC, respectively. Each unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock at an exercise price of $5.00. Each entity used its working capital for such purchases.

In connection with the closing of the Issuer’s initial public offering, on April 28, 2016, the Issuer granted (i) a stock option to purchase 278,726 shares of Common Stock to Aklog, and (ii) a stock option to purchase 97,554 shares of Common Stock to Greenspan, in each case with an exercise price of $5.00 per share (the “Options”). Each of the Options expires ten years from the grant date, and vests as to 3/36 of the underlying shares on July 28, 2016 and as to 1/36 of the underlying shares on each of the 33 monthly anniversaries thereafter.

In addition, upon the closing of the initial public offering, the warrants beneficially owned by the Reporting Persons prior to the initial public offering became warrants with terms identical to those issued in the initial public offering, including the exercise price per share. Notwithstanding the foregoing, pursuant to letter agreements between the Issuer and each of HCFP/CPIII and Pavilion (the “Warrant Exercise Agreements”), the warrants held by HCFP/CPIII and Pavilion prior to the initial public offering may be exercised on a cashless basis as long as such warrants remain held by them (or certain permitted transferees). In addition, pursuant to the warrant agreement, the warrants held by HCFP/CPIII, Pavilion, Aklog and Greenspan prior to the initial public offering are not subject to redemption as long as such warrants remain held by them.

The Reporting Persons acquired beneficial ownership of the shares of Common Stock described in this Schedule 13D for investment purposes.

The Reporting Persons and the Principals may from time to time acquire beneficial ownership of additional securities for investment purposes, or dispose of securities, in the open market or in private transactions, including upon exercise of the warrants and the Options, subject to the lock-up agreements described in Item 6 below.

At the date of this Schedule 13D, none of the Reporting Persons, except as set forth in this Schedule 13D, and as consistent with Aklog’s position as Chairman and Chief Executive Officer of the Issuer and Greenspan’s position as director of the Issuer, has any plans or proposals which would result in:

(a)      The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)      An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)      A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)      Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;

(e)      Any material change in the present capitalization or dividend policy of the Issuer;

(f)      Any other material change in the Issuer’s business or corporate structure;

(g)      Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)      Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)      A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)      Any action similar to any of those actions enumerated above.

Aklog is the beneficial owner of 8,466,431 shares of Common Stock, representing 63.6% of the Issuer’s outstanding Common Stock. This amount includes (i) 5,713,879 shares of the Issuer’s Common Stock owned by HCFP/CPIII as described below, which Aklog, as a member and a manager of HCFP/CPIII, shares joint voting and dispositive power over; (ii) 2,520,532 shares of the Issuer’s Common Stock owned by Pavilion as described below, over which Aklog, as a member and sole manager of Pavilion, has sole voting and dispositive power; (iii) 87,020 shares of the Issuer’s Common Stock owned by HCFP Inc., over which Aklog, as a controlling shareholder of HCFP Inc., shares joint voting and dispositive power; (iv) 125,000 shares of the Issuer’s Common Stock owned by HCFP/Capital Partners IIIB LLC, over which Aklog, as a member and a manager of

the HCFP/CPIII, the sole manager of HCFP/Capital Partners IIIB LLC, shares joint voting and dispositive power; and (v) 20,000 shares of the Issuer’s Common Stock owned by HCFP/AG LLC as described below, over which Aklog, as a manager of HCFP/AG LLC, shares joint voting and dispositive power. This amount excludes (i) an option to purchase 278,726 shares of Common Stock owned by Aklog, (ii) warrants to purchase 5,713,879 shares of Common Stock owned by HCFP/CPIII, (iii) warrants to purchase 2,220,532 shares of Common Stock owned by Pavilion, (iv) warrants to purchase 387,020 shares of Common Stock owned by HCFP Inc., (v) warrants to purchase 125,000 shares of Common Stock owned by HCFP/Capital Partners IIIB LLC, and (vi) warrants to purchase 20,000 shares of Common Stock owned by HCFP/AG LLC, which options and warrants are not currently exercisable and will not become exercisable within 60 days.

Greenspan is the beneficial owner of 5,994,676 shares of Common Stock, representing 45.0% of the Issuer’s outstanding Common Stock. This amount includes (i) 5,713,879 shares of the Issuer’s Common Stock owned by HCFP/CPIII as described below, over which Greenspan, as a member and a manager of HCFP/CPIII, shares joint voting and dispositive power; (ii) 20,904 shares of the Issuer’s Common Stock owned by Robert M. Greenspan, Greenspan’s son, which Greenspan may be deemed to beneficially own; (iii) 87,020 shares of the Issuer’s Common Stock owned by HCFP Inc., over which Greenspan, as a controlling shareholder of HCFP Inc., shares joint voting and dispositive power; (iv) 125,000 shares of the Issuer’s Common Stock owned by HCFP/Capital Partners IIIB LLC, over which Greenspan, as a member and a manager of HCFP/CPIII, the sole manager of HCFP/Capital Partners IIIB LLC, shares joint voting and dispositive power; and (v) 20,000 shares of the Issuer’s Common Stock beneficially owned by HCFP/AG LLC, over which Greenspan, as a manager of HCFP/AG LLC, shares joint voting and dispositive power. This amount excludes (i) an option to purchase 97,554 shares of Common Stock owned by Greenspan, (ii) warrants to purchase 27,873 shares of Common Stock owned by Greenspan, (iii) warrants to purchase 5,713,879 shares of Common Stock owned by HCFP/CPIII, (iv) warrants to purchase 6,968 shares of Common Stock owned by Robert M. Greenspan, (v) warrants to purchase 387,020 shares of Common Stock owned by HCFP Inc., (vi) warrants to purchase 125,000 shares of Common Stock owned by HCFP/Capital Partners IIIB LLC, and (vii) warrants to purchase 20,000 shares of Common Stock owned by HCFP/AG LLC, which options and warrants are not currently exercisable and will not become exercisable within 60 days.

HCFP/CPIII is the beneficial owner of 5,713,879 shares of the Issuer’s Common Stock, or approximately 42.9% of the Issuer’s outstanding Common Stock. HCFP/CPIII has sole voting and dispositive power over such shares. This amount excludes warrants to purchase 5,713,879 shares of Common Stock, which warrants are not currently exercisable and will not become exercisable within 60 days.

Pavilion is the beneficial owner of 2,520,532 shares of the Issuer’s Common Stock, or approximately 18.9% of the Issuer’s outstanding Common Stock. Pavilion has sole voting and dispositive power over such shares. This amount excludes warrants to purchase 2,220,532 shares of Common Stock, which warrants are not currently exercisable and will not become exercisable within 60 days.

In the past 60 days, Pavilion effected the transactions described under Item 3 of this Schedule 13D and such transactions are incorporated by reference herein.

The disclosure under Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

HCFP/CPIII and Pavilion each have entered into a Warrant Exercise Agreement, pursuant to which each will have the right to exercise certain warrants held by them on a cashless basis, as described more fully under Item 3 above.

HCFP/CPIII and Pavilion each have entered into a lock-up agreement with the Issuer, pursuant to which each has agreed that it will not, directly or indirectly, sell, transfer or otherwise dispose of any of the Issuer’s securities it acquired prior to the Issuer’s initial public offering until one year from the closing of such offering, subject to certain limited exceptions.

Aklog and Greenspan each have entered into a lock-up agreement with the selling agent for the Issuer’s initial public offering, pursuant to which each has agreed that he will not, directly or indirectly, sell, transfer or otherwise dispose of any of the Issuer’s equity securities until six months from the closing of such offering, without the prior written consent of the selling agent, subject to certain limited exceptions.

The foregoing descriptions of the Warrant Exercise Agreements and the lock-up agreements are qualified by reference to the full text of such agreements, copies of which are attached as exhibits to this Schedule 13D and are incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated May 12, 2016

Exhibit 99.1

JOINT FILING AGREEMENT

AGREEMENT dated as of May 12, 2016, between Lishan Aklog, Ira Scott Greenspan, HCFP/Capital Partners III LLC and Pavilion Venture Partners LLC (together, the “Parties”).

Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial interest in shares of common stock, $.001 par value per share, of PAVmed Inc. (as amended or supplemented, the “Schedule 13D”).

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto, and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate. The Parties agree that the Schedule 13D is filed on behalf of each of them.

Dated: May 12, 2016

Exhibit 99.5

Lock-Up Agreement

February 12, 2015

PAXmed Inc.

420 Lexington Avenue, Suite 300

New York, New York 10170

Ladies and Gentlemen:

In connection with the proposed initial public offering (“IPO”) of PAXmed Inc. (“Company”) with CRT Capital Group LLC acting as representative of a group of underwriters (the “Underwriters”), to induce the Underwriters to consummate the IPO, the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):

As used herein, “Restricted Period” means the period commencing on the date hereof and ending one year after the closing date of the IPO.

Notwithstanding the foregoing limitations, this Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted Securities to the shareholders, members or partners of the undersigned; provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement, and other than to return the Restricted Securities to the former ownership, there shall be no further Transfer of the Restricted Securities in accordance with this Lock-Up Agreement.

The undersigned hereby authorizes the Company’s transfer agent to apply to any certificates representing Restricted Securities issued to the undersigned the appropriate legend to reflect the existence and general terms of this Lock-up Agreement.

This Lock-up Agreement will be legally binding on the undersigned and on the undersigned’s successors and permitted assigns, and is executed as an instrument governed by the law of New York.

Exhibit 99.5

SIGNATURE PAGE TO THE LOCK-UP AGREEMENT

Exbibit 99.6

LOCK-UP LETTER AGREEMENT

The Benchmark Company

40 Fulton Street, 19^th Floor

New York, New York 10038

Ladies and Gentlemen:

The undersigned understands that you as sales agent (the “Agent”) have entered into a Selling Agency Agreement (the “Agreement”) providing for the sale by the Agent to the public of units (“Units”) of PAVmed Inc. (the “Company”), with each Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant (“Warrant”) exercisable for one share of Common Stock (the “Offering”).

In consideration of the execution of the Agreement by the Agent, and for other good and valuable consideration, the undersigned hereby irrevocably agrees with the Agent that, without the prior written consent of the Agent, the undersigned will not, directly or indirectly, for a period commencing on the date hereof and ending on the 180th day after the closing date relating to the Offering (such 180-day period, the “Lock-Up Period”): (1) offer for sale, sell, announce the intention to sell, pledge, or otherwise dispose of or transfer (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Restricted Securities (as defined below), (2) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Restricted Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder), or otherwise enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any Restricted Security, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any securities of the Company, or (4) publicly disclose the intention to do any of the foregoing. As used herein, the term “Restricted Security” means any shares of Common Stock, warrant or option to purchase Common Stock, or other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for shares of Common Stock or equity securities of the Company. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option)

with respect to any of the Restricted Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Units the undersigned may purchase in the Offering.

The foregoing paragraph shall not apply to (a) transactions relating to any securities acquired in the open market after the completion of the offering if and only if (i) such transactions are not required by law to be reported in any public report or filing during the Lock-Up Period and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales during the Lock-Up Period, (b) bona fide gifts or other dispositions of any Restricted Securities, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership), members (if a limited liability company), or stockholders (if a corporation), by virtue of the laws of descent and distribution upon death of the undersigned, or pursuant to a qualified domestic relations order; provided that it shall be a condition to any transfer pursuant to this clause (b) that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement to the same extent as if the transferee/donee were a party hereto, (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period and (iii) such disposition shall not involve a disposition for value, and (c) the exercise of warrants or the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof; provided, that the restrictions shall apply to shares of Common Stock issued upon such exercise or conversion. In addition, if the Company calls its Warrants for redemption during the Lock-Up Period in accordance with the terms thereof, the undersigned may sell or otherwise transfer any Warrants (or shares of Common Stock received upon exercise of such Warrants) held by the undersigned prior to the effective date of such redemption.

If the undersigned is an officer or director of the Company, (i) the Agent agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Restricted Securities, the Agent will notify the Company of the impending release or waiver and (ii) the Company agrees to announce the impending release or waiver by issuing a press release through a major news service (as referred to in FINRA Rule 5131(d)(2)(B)) at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Agent hereunder to any such officer or director shall only be effective two business days after the publication date of such press release

Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of the Lock-Up Period, the

Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Agent agrees not to require such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter Agreement to and including the 34^th day following the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired.

In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

This Lock-Up Letter Agreement and any claim, controversy or dispute arising under or related to this Lock-Up letter Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisions.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Dated: April 28, 2016