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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 1.99 | 04/19/2024 | A | 130,000 | (4) | 04/19/2034 | Ordinary Shares, par value NIS 0.0000769 per share | 130,000 | $ 0 | 130,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Yaacov-Garbeli Dana KIRYAT HADASSAH MINRAV BUILDING, 5TH FLOOR JERUSALEM, L3 9112002 |
Chief Financial Officer | |||
| /s/ Dana Yaacov-Garbeli | 08/02/2024 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represent a grant of stock-settled restricted stock units. The restricted stock units vest ratably on a quarterly basis over a one-year period that began on April 19, 2024. |
| (2) | On April 23, 2024, the reporting person filed a Form 4 which inadvertently reported that the reporting person's ordinary shares and restricted stock units are held directly. |
| (3) | These shares are owned by A2Z Counseling Ltd. of which the reporting person owns a 33.33% interest and has effective control over voting and disposition of the shares. The reporting person disclaims beneficial ownership of the securities held by A2Z Counseling Ltd., except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (4) | The options vest over a three-year period with 33% of the options vesting on April 19, 2025, the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining two-year period. |