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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Violin Jonathan
(Last) (First) (Middle)
C/O CATABASIS PHARMACEUTICALS, INC.
100 HIGH STREET, FLOOR 28
(Street)
BOSTON MA 02110
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2021 		3. Issuer Name and Ticker or Trading Symbol
CATABASIS PHARMACEUTICALS INC [ CATB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 543,373 I By Lazarus Life Sciences I, LLC(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) (2) 12/14/2030 Common Stock 185,136 0.35 I By Viridian, LLC(1)
Warrant (Right to Buy) (2) 12/14/2030 Series X Convertible Preferred 2,805 341.7 I By Viridian, LLC(1)
Series X Convertible Preferred Stock (3) (3) Common Stock 8,234 (3) I By Lazarus Life Sciences I, LLC(1)
Explanation of Responses:
1. On January 28, 2021, Issuer completed its merger with Quellis Biosciences, Inc. (the "Merger") in accordance with the terms of the Agreement and Plan of Merger, dated January 28, 2021. In connection with the Merger, (i) a limited liability company in which the Reporting Person has an indirect interest received shares of Issuer common stock and shares of Series X Convertible Preferred Stock in exchange for 350,000 shares of Quellis Biosciences, Inc. common stock and (ii) a limited liability company in which the Reporting Person holds a profits interest received warrants to purchase shares of Issuer common stock and shares of Series X Convertible Preferred Stock in exchange for a warrant to purchase 119,251 shares of Quellis Biosciences, Inc. common stock. The Reporting Person disclaims beneficial ownership of the securities held by both limited liability companies, except to the extent of his pecuniary interest therein.
2. The warrant is exercisable as to 52.1% of the shares subject thereto as of January 21, 2021 and the remaining shares become exercisable at a rate of 2.0833% each month thereafter until fully exercisable on December 21, 2022, subject to continued services by a specified advisor to Issuer through each vesting date.
3. Upon stockholder approval of the conversion of Series X Convertible Preferred Stock into shares of common stock, each share of Series X Non-Voting Convertible Preferred Stock automatically converts into 1,000 shares of Common Stock, subject to certain limitations.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Benjamin Harshbarger, attorney-in-fact for Jonathan Violin 02/01/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                           LIMITED POWER OF ATTORNEY
                     FOR SECTION 16 REPORTING OBLIGATIONS


    Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Jill C. Milne, Ben Harshbarger and Noah Clauser signing
singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:

    (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer of Catabasis Pharmaceuticals, Inc. (the "Company"), Forms
3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange
Act");

    (2)   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID, Update Passphrase, or any
other application materials to enable the undersigned to gain or maintain access
to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;

    (3)   seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

    (4)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 28, 2021.


                              /s/ Jonathan Violin
                              -------------------
                              Jonathan Violin