Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Williams Gregory C.
  2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [ELOX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
CHIEF OPERATING OFFICER
(Last)
(First)
(Middle)
C/O ELOXX PHARMACEUTICALS, INC., 950 WINTER STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2019
(Street)

WALTHAM, MA 02451
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 11.53 01/30/2019   A   100,000     (1) 01/30/2029 Common Stock 100,000 $ 0 (2) 100,000 D  
Restricted Stock Units (3) 01/30/2019   A   30,000     (4)   (4) Common Stock 30,000 $ 0 (5) 30,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Williams Gregory C.
C/O ELOXX PHARMACEUTICALS, INC.
950 WINTER STREET
WALTHAM, MA 02451
      CHIEF OPERATING OFFICER  

Signatures

 /s/ Neil S. Belloff, Attorney-in-Fact   01/31/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The option vests and becomes exercisable over a four-year period, with one-fourth of the shares of common stock underlying the options vesting on January 30, 2020, and the remainder vests in twelve equal quarterly installments thereafter.
(2) The stock options were issued pursuant to the Issuer's 2018 Equity Incentive Plan.
(3) Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(4) The restricted stock units will vest as follows: 25% after first anniversary and ratably each quarter over the next three years thereafter subject to the reporting person's continued employment with the Issuer, which vesting may be accelerated in certain circumstances. Vested shares will be delivered promptly after each vesting date.
(5) The restricted stock units were issued pursuant to the Issuer's 2018 Equity Incentive Plan.

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