SEC FORM 4/A

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

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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 #150

(Street)

MISSION VIEJO

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)
10/07/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/02/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share⁽¹⁵⁾	10/07/2008		P		15,000	A	$0.4133	10,662,372	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	10/10/2008		P		15,000	A	$0.41	10,677,372	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	10/14/2008		P		15,000	A	$0.43	10,692,372	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	11/21/2008		P		40,000	A	$0.3295	10,732,372	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁵⁾	11/28/2008		P		20,000	A	$0.3475	10,752,372	I⁽¹³⁾	Seee Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁵⁾	12/10/2008		P		10,000	A	$0.345	10,762,372	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	12/16/2008		P		2,000	A	$0.345	10,764,372	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	12/17/2008		P		2,000	A	$0.39	10,766,372	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	12/24/2008		P		4,900	A	$0.3	10,771,372	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	12/26/2008		P		7,950	A	$0.3069	10,779,222	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	12/29/2008		P		5,000	A	$0.39	10,784,222	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	12/30/2008		P		10,000	A	$0.32	10,794,222	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁵⁾	12/31/2008		P		5,000	A	$0.35	10,799,222	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	01/31/2009		P		79,838	A	$0.348	10,879,060	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁵⁾	02/10/2009		P		40,000	A	$0.4338	10,919,060	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁵⁾	02/11/2009		P		20,000	A	$0.45	10,939,060	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁵⁾	02/24/2009		P		20,000	A	$0.4175	10,959,060	I⁽¹³⁾	See Footnote⁽¹³⁾
Common Stock, par value $0.01 per share⁽¹⁴⁾	03/30/2009		P		5,357,143⁽⁸⁾⁽⁹⁾	A	$0.28⁽⁸⁾⁽⁹⁾	16,316,203⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾	I⁽¹³⁾	See Footnote⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As of March 30, 2009, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), held (i) 5,041,469 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 $0.28 per share, (iii) a 7% senior convertible note ("Note 1") maturing on February 1, 2011 in the aggregate principal amount of $150,000, which is convertible into 428,571 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (iv) warrants ("Warrant 1") to purchase 300,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments, (v) a 7% senior convertible note ("Note 3") maturing on March 4, 2011 in the aggregate principal amount of $37,500, which is convertible into 107,143 Common Shares at a conversion price of $0.35 per share subject to certain adjustments,

2. (vi) warrants ("Warrant 3") to purchase 75,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments, (vii) a 7% senior convertible note ("Note 5") maturing on April 1, 2011 in the aggregate principal amount of $37,500, which is convertible into 107,143 Common Shares at a conversion price of $0.35 per share subject to certain adjustments; (viii) warrants ("Warrant 5") to purchase 75,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments, (ix) a 7% senior convertible note ("Note 7") maturing on May 3, 2011 in the aggregate principal amount of $37,500, which is convertible into 107,143 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (x) warrants ("Warrant 7") to purchase 75,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments,

3. (xi) a 7% senior convertible note ("Note 9") maturing on June 1, 2011 in the aggregate principal amount of $37,500, which is convertible into 107,143 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (xii) warrants ("Warrant 9") to purchase 75,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments and (xiii) warrants to purchase up to 4,687,500 Common Shares of the Company at an exercise price of $0.35 per share,

4. As of March 30, 2009, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held (i) 10,251,003 Common Shares of the Company, (ii) warrants to purchase up to 990,000 Common Shares of the Company at an exercise price of $0.28 per share, (iii) a 7% senior convertible note ("Note 2") maturing on February 1, 2011 in the aggregate principal amount of $350,000, which is convertible into 1,000,000 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (iv) warrants ("Warrant 2") to purchase 700,000 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 $87,500, which is convertible into 250,000 Common Shares at a conversion price of $0.35 per share subject to certain adjustments,

5. (vi) warrants ("Warrant 4") to purchase 175,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments, (vii) a 7% senior convertible note ("Note 6") maturing on April 1, 2011 in the aggregate principal amount of $87,500, which is convertible into 250,000 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (vii) warrants ("Warrant 6") to purchase 175,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments; (ix) a 7% senior convertible note ("Note 8") maturing on May 3, 2011 in the aggregate principal amount of $87,500, which is convertible into 250,000 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (x) warrants ("Warrant 8") to purchase 175,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments,

6. (xi) a 7% senior convertible note ("Note 10") maturing on June 1, 2011 in the aggregate principal amount of $87,500, which is convertible into 250,000 Common Shares at a conversion price of $0.35 per share subject to certain adjustments, (xii) warrants ("Warrant 10") to purchase 175,000 Common Shares at an exercise price of $0.50 per share subject to certain adjustments and (xiii) warrants to purchase up to 8,705,357 Common Shares of the Company at an exercise price of $0.35 per share.

7. As of March 30, 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 $0.35 per share.

8. On March 30, 2009, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Opportunity LP and Opportunity Ltd. (the "Investors") pursuant to which the Company sold and issued to the Investors in a private placement an aggregate of 5,357,143 units (the "Units"), comprised of an aggregate of 5,357,143 shares of common stock (the "Common Stock") of the Company (the "Shares") and warrants to purchase up to an aggregate of 13,392,857 additional shares of Common Stock (the "Warrants"), with an initial exercise price of $0.35 per share, subject to adjustment pursuant to the Warrants, with each Unit representing one share of Common Stock and a Warrant to purchase two-and-one-half shares of Common Stock, at a purchase price of $0.28 per Unit for aggregate gross proceeds of $1,500,000 (collectively, the "Financing").

9. The Warrants are exercisable for a five year period from their date of issuance; contain a "cashless exercise" feature that allows the holder to exercise the Warrants without a cash payment to the Company under certain circumstances; contain a dividend participation right which allows the holder to receive any cash dividends paid on the Common Stock without exercising the Warrant and contain a provision that provides for the reduction of the exercise price to $0.01 in the event of any such payment of cash dividends by the Company; and contain standard anti-dilution provisions that provide for the adjustment of the exercise price and the number of shares of common stock that can be purchased in the event of a stock dividend or split, dividend payment or other issuance, reorganization, recapitalization or similar event.

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

11. The Warrants 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.

12. Note 1, Note 2, Note 3, Note 4, Note 5, Note 6, Note 7, Note 8, Note 9, Note 10, Warrant 1, Warrant 2, Warrant 3, Warrant 4, Warrant 5, Warrant 6, Warrant 7, Warrant 8, Warrant 9 and Warrant 10 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.

13. 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.

14. The purchase of common stock on October 10, 2008, October 14, 2008, November 21, 2008, December 16, 2008, December 17, 2008, December 24, 2008, December 26, 2008, December 29, 2008, December 30, 2008, January 31, 2009 and March 30, 2009 were previously reported on a Form 4 filed on October 17, 2008, October 17, 2008, December 3, 2008, December 31, 2008, December 31, 2008, December 31, 2008, December 31, 2008, December 31, 2008, December 31, 2008, April 2, 2009 and April 2, 2009, respectively. The transactions are being reported under this Form 4/A to correct the aamount of securities beneficially owned following reported transaction.

15. The purchase of common stock on October 7, 2008, November 28, 2008, December 10, 2008, December 31, 2008, February 10, 2009, February 11, 2009 and February 24, 2009 have not previously been reported on a Form 4.

	Michael P. McManus, by Power of Attorney	04/20/2009
	** Signature of Reporting Person	Date
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