X0202 4 2007-12-05 0 0001261734 AEOLUS PHARMACEUTICALS, INC. AOLS.OB 0001347039 Xmark Opportunity Partners, LLC 301 TRESSER BOULEVARD SUITE 1320 STAMFORD CT 06901 0 0 1 0 Common Stock, par value $0.01 per share 2007-12-05 4 P 0 10000 0.4540 A 10093203 I See footnote Common Stock, par value $0.01 per share 2007-12-06 4 P 0 30000 0.4387 A 10123203 I See footnote Common Stock, par value $0.01 per share 2007-12-07 4 P 0 20000 0.4325 A 10143203 I See footnotes As of December 7, 2007, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), held 2,963,377 common shares, $0.01 par value per share (the "Common Shares"), of Aeolus Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and warrants to purchase up to 660,000 Common Shares of the Company at an exercise price of $0.50 per share. All of the warrants may be exercised within 60 days of this filing. As of December 7, 2007, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held 6,156,095 Common Shares of the Company and warrants to purchase up to 990,000 Common Shares of the Company at an exercise price of $0.50 per share. As of December 7, 2007, 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 $0.50 per share. All of the warrants may be exercised within 60 days of this filing. The reporting person, Xmark Opportunity Partners, LLC, a Delaware limited liability company ("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 and David C. Cavalier, the Chief Executive Officer and Chief Operating Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. The Acquisition on December 5, 2007 was eligible previously for deferred reporting in reliance on Rule 16a-6. XMARK OPPORTUNITY PARTNERS, LLC, By: Xmark Capital Partners, LLC, its Managing Member, By: Mitchell D. Kaye, its Chief Executive Officer, /s/ Mitchell D. Kaye 2007-12-10