Edgar Filing: AEOLUS PHARMACEUTICALS, INC.

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 ^*

Xmark Opportunity Partners, LLC

2. Issuer Name and Ticker or Trading Symbol
AEOLUS PHARMACEUTICALS, INC. [AOLS.OB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

301 TRESSER BOULEVARD, SUITE 1320

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2007

(Street)

STAMFORD, CT 06901

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)
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	04/18/2007		P⁽¹⁾		20,000 ⁽¹⁾	A	$ 0.6088	9,075,254 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽³⁾	See footnotes ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	04/18/2007		P⁽¹⁾		41,000 ⁽¹⁾	A	$ 0.6256	9,116,254 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽³⁾	See footnotes ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	04/19/2007		P⁽¹⁾		10,000 ⁽¹⁾	A	$ 0.7825	9,126,254 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽³⁾	See footnotes ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	04/19/2007		P⁽¹⁾		13,500 ⁽¹⁾	A	$ 0.7781	9,139,754 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽³⁾	See footnotes ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	04/20/2007		P⁽¹⁾		25,000 ⁽¹⁾	A	$ 1.0418	9,164,754 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽³⁾	See footnotes ⁽¹⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Xmark Opportunity Partners, LLC 301 TRESSER BOULEVARD SUITE 1320 STAMFORD, CT 06901		X

Signatures

/s/ Mitchell D. Kaye, Chief Executive Officer of Xmark Opportunity Partners, LLC		04/20/2007
^**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)	On April 18, 2007, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), acquired 17,172 common shares, $0.01 par value per share (the "Common Shares"), of Aeolus Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), acquired 43,828 Common Shares of the Company. On April 19, 2007, Opportunity LP acquired 6,658 Common Shares of the Company and Opportunity Ltd acquired 16,842 Common Shares of the Company. On April 20, 2007, Opportunity LP acquired 7,092 Common Shares of the Company and Opportunity Ltd acquired 17,908 Common Shares of the Company. All of the aforementioned Common Shares of the Company were acquired in open market transactions.
(2)	As of April 20, 2007, Opportunity LP held 3,011,853 Common Shares of the Company and warrants to purchase up to 660,000 Common Shares of the Company at an exercise price of $0.50 per share. As of April 20, 2007, Opportunity Ltd held 5,129,170 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 April 20, 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.
(3)	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 Xmark JV Investment Partners, LLC, a Delaware limited liability company ("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.

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