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*
OrbiMed Israel GP Ltd.

(Last) (First) (Middle)
89 MEDINAT HAYEHUDIM ST
BUILDING E

(Street)
HERZLIYA L3 4614001

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2021
3. Issuer Name and Ticker or Trading Symbol
Chemomab Therapeutics Ltd. [ CMMB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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)
Form filed by One Reporting Person
X 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)
American Depository Shares 2,290,004(1) I See Footnotes(2)(3)
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
1. Name and Address of Reporting Person*
OrbiMed Israel GP Ltd.

(Last) (First) (Middle)
89 MEDINAT HAYEHUDIM ST
BUILDING E

(Street)
HERZLIYA L3 4614001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Israel BioFund GP Limited Partnership

(Last) (First) (Middle)
89 MEDINAT HAYEHUDIM ST
BUILDING E

(Street)
HERZLIYA L3 4614001

(City) (State) (Zip)
Explanation of Responses:
1. Received in exchange for ordinary shares of Chemomab Ltd. in connection with the merger of Chemomab Ltd. into a wholly-owned subsidiary of the Issuer in accordance with the terms of an Agreement and Plan of Merger, dated as of December 14, 2020. Each American Depository Share ("ADS") represents twenty (20) ordinary shares of the Issuer.
2. These securities of the Issuer are held of record by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed BioFund and OrbiMed Israel GP may be deemed to have voting and investment power with respect to the securities held directly by OIP noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). OrbiMed Israel GP exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP.
3. This report is being jointly filed by OrbiMed BioFund. and OrbiMed Israel GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Israel BioFund GP Limited 03/26/2021
/s/ Douglas Coon, Chief Compliance Officer, OrbiMed Israel GP Ltd. 03/26/2021
** 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).
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