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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment 2)
(Name of Issuer) Catalyst Biosciences, Inc.
(Title of Class of Securities) Common Stock
(CUSIP Number) 14888D208
(Date of Event Which Requires Filing of this Statement) December 31, 2017
Check the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
[ ]Rule 13d-1(b)
[ X ]Rule 13d-1(c)
[ ]Rule 13d-1(d)
CUSIP No. 14888D208
1.Names of Reporting Persons.
Laurence W.Lytton
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a)..........................................................................
(b)..........................................................................
3.SEC Use Only
4.Citizenship or Place of Organization
USA
5.Sole Voting Power 117,000 (1)
6.Shared Voting Power
7.Sole Dispositive Power 117,000 (1)
8.Shared Dispositive Power
9.Aggregate Amount Beneficially Owned by Each Reporting
Person 117,000 (1)
(1) includes warrants to purchase
37,500 shares at an exercise price of $5.50 per share.
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions).................................
11.Percent of Class Represented by Amount in Row (9)
1.2% (2)
(2) Based on 9,799,347 pro forma shares of common stock outstanding as of
February 14, 2018 as indicated in the 424B5 filing dated February 14, 2018.
12.Type of Reporting Person (See Instructions)
IN
Item 1.
(a)Name of Issuer Catalyst Biosciences, Inc.
(b)Address of Issuer's Principal Executive Offices
260 Littlefield Ave.
South San Francisco, California
Item 2.
(a)Name of Person Filing Laurence W. Lytton
(b)Address of Principal Business Office or, if none, Residence
467 CPW
N.Y., NY 10025
(c)Citizenship USA
(d)Title of Class of Securities Common
(e)CUSIP Number 14888D208
Item 3. not applicable
Item 4.Ownership.
(a)Amount beneficially owned: 117,000 shares consisting of
69,500 shares and 37,500 warrants held by the reporting person,
and 10,000 shares held by related accounts.
(b)Percent of class: 1.2%
(c)Number of shares as to which the person has:
(i)Sole power to vote or to direct the vote 117,000 (1).
(ii)Shared power to vote or to direct the vote
(iii)Sole power to dispose or to direct the disposition of 117,000 (1).
(iv)Shared power to dispose or to direct the disposition of
Item 5.Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following (X).
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7.Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
Not applicable
Item 8.Identification and Classification of Members of the Group
Not applicable
Item 9.Notice of Dissolution of Group
Not applicable
Item 10.Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
___2/14/18____________________________
Date
____s/ Laurence W. Lytton____________________________
Signature
_____Laurence W. Lytton___________________________
Name/Title