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Filing Details

Accession Number:: 0001140361-13-008801
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-21 20:05:03
Reporting Period:: 2013-02-19

Filing Date:: 2013-02-21
Accepted Time:: 2013-02-21 20:05:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1261734	Aeolus Pharmaceuticals Inc.	AOLS	Pharmaceutical Preparations (2834)	561953785

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1347039	Xmark Opportunity Partners, Llc	90 Grove Street Suite 201 Ridgefield CT 06877		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value Per Share	Acquisiton	2013-02-19	59,149,999	$0.00	98,725,838	No	4	X	Indirect	See Footnotes
Common Stock, $0.01 Par Value Per Share	Disposition	2013-02-19	1,793,894	$0.33	96,931,944	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants (right to buy)	Disposition	2013-02-19	1,875,000	$0.00	1,875,000	$0.50
Common Stock	Warrants (right to buy)	Disposition	2013-02-19	1,875,000	$0.00	1,875,000	$0.50
Common Stock	Warrants (right to buy)	Disposition	2013-02-19	43,614,285	$0.00	43,614,285	$0.28
Common Stock	Warrants (right to buy)	Disposition	2013-02-19	11,785,714	$0.00	11,785,714	$0.28
Common Stock	Warrants (right to buy)	Acquisiton	2013-02-19	1,875,000	$0.00	1,875,000	$0.01
Common Stock	Warrants (right to buy)	Acquisiton	2013-02-19	1,875,000	$0.00	1,875,000	$0.01
Common Stock	Warrants (right to buy)	Acquisiton	2013-02-19	43,614,285	$0.00	43,614,285	$0.01
Common Stock	Warrants (right to buy)	Acquisiton	2013-02-19	11,785,714	$0.00	11,785,714	$0.01
Common Stock	Warrants (right to buy)	Disposition	2013-02-19	1,875,000	$0.00	1,875,000	$0.01
Common Stock	Warrants (right to buy)	Disposition	2013-02-19	1,875,000	$0.00	1,875,000	$0.01
Common Stock	Warrants (right to buy)	Disposition	2013-02-19	43,614,285	$0.00	43,614,285	$0.01
Common Stock	Warrants (right to buy)	Disposition	2013-02-19	11,785,714	$0.00	11,785,714	$0.01

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2010-08-11	2017-08-11	No	4	J	Indirect
0	2010-12-28	2017-12-28	No	4	J	Indirect
0	2009-10-06	2016-10-06	No	4	J	Indirect
0	2010-07-30	2017-07-30	No	4	J	Indirect
1,875,000	2013-02-19	2017-08-11	No	4	J	Indirect
1,875,000	2013-02-19	2017-12-28	No	4	J	Indirect
43,614,285	2013-02-19	2016-10-06	No	4	J	Indirect
11,785,714	2013-02-19	2017-07-30	No	4	J	Indirect
0	2013-02-19	2017-08-11	No	4	X	Indirect
0	2013-02-19	2017-12-28	No	4	X	Indirect
0	2013-02-19	2016-10-06	No	4	X	Indirect
0	2013-02-19	2017-07-30	No	4	X	Indirect

Footnotes

The reporting person, Xmark Opportunity Partners, LLC, a Delaware limited liability company ("Opportunity Partners"), is the sole member of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd.," and, together with Opportunity LP, the "Investors"), and, as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of Aeolus Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held by the Investors.
Opportunity Partners is the investment manager of Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), and, as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by JV Partners. Collectively, Opportunity LP and Opportunity Ltd. hold a majority of the membership interests in Goodnow Capital, L.L.C., a Delaware limited liability company ("Goodnow"), and, as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by Goodnow. David C. Cavalier ("Mr. Cavalier") and Mitchell D. Kaye are Co-Managing Members of Xmark Capital Partners, LLC, a Delaware limited liability company, which is the Managing Member of Opportunity Partners, and share voting and dispositive power with respect to all securities beneficially owned by Opportunity Partners.
On February 19, 2013, prior to the transactions reported herein, in addition to shares of the Company's common stock, $0.01 par value per share ("Common Stock"), (a) Opportunity LP held (i) warrants to purchase up to 17,304,642 shares of Common Stock at an exercise price of $0.28 per share, subject to certain adjustments (the "Opportunity LP $0.28 Warrants"), and (ii) warrants to purchase up to 1,125,000 shares of Common Stock at an exercise price of $0.50 per share, subject to certain adjustments (the "Opportunity LP $0.50 Warrants"); (b) Opportunity Ltd. held (i) warrants to purchase up to 37,595,357 shares of Common Stock at an exercise price of $0.28 per share, subject to certain adjustments (the "Opportunity Ltd. $0.28 Warrants"), and (ii) warrants to purchase up to 2,625,000 shares of Common Stock at an exercise price of $0.50 per share, subject to certain adjustments (together with the Opportunity LP $0.50 Warrants, the "$0.50 Warrants");
and (c) JV Partners held warrants to purchase up to 500,000 shares of Common Stock at an exercise price of $0.28 per share, subject to certain adjustments (together with the Opportunity LP $0.28 Warrants and the Opportunity Ltd. $0.28 Warrants, the "$0.28 Warrants"). On February 19, 2013, the Company, the Investors and JV Partners entered into that certain Warrant Repricing, Exercise and Lockup Agreement, pursuant to which, among other things, the Company, the Investors and JV Partners agreed to decrease the exercise price of the $0.28 Warrants and the $0.50 Warrants to an exercise price of $0.01 per share (collectively, with such decreased exercise price, the "Amended Warrants").
On February 19, 2013, the Investors and JV Partners exercised the Amended Warrants to purchase 59,149,999 shares of Common Stock at an exercise price of $0.01 per share. The Investors and JV Partners paid the exercise price on a cashless basis pursuant to the terms of the Amended Warrants, resulting in the Company's withholding of 1,793,894 shares of Common Stock to pay the exercise price and issuing to the Investors and JV Partners an aggregate total of 57,356,105 shares of Common Stock.
As of February 19, 2013, following the transactions reported herein, (a) Opportunity LP held 29,095,832 shares of Common Stock, including 957,326 shares of Common Stock held by Goodnow but attributed to Opportunity LP; (b) Opportunity Ltd. held 63,680,084 shares of Common Stock, including 2,475,490 shares of Common Stock held by Goodnow but attributed to Opportunity Ltd.; (c) JV Partners held 1,508,567 shares of Common Stock; and (d) Goodnow held 2,647,463 shares of Common Stock in addition to the (i) 957,326 shares of Common Stock held by Goodnow but attributed to Opportunity LP and (ii) 2,475,490 shares of Common Stock held by Goodnow but attributed to Opportunity Ltd. In addition, as of February 19, 2013, Mr. Cavalier held options to purchase 172,750 shares of Common Stock, all of which such options are currently exercisable by him.
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, and neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by Opportunity Partners or any other person/entity that he, she or it was or is the beneficial owner of any of the securities referred to herein for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.