Statement of Changes in Beneficial Ownership (4)
March 23 2023 - 7:34AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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Darvish Nissim |
2. Issuer Name and Ticker or Trading Symbol
Chemomab Therapeutics Ltd.
[
CMMB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CHEMOMAB THERAPEUTICS LTD., KIRYAT ATIDIM, BUILDING 7 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/16/2023 |
(Street)
TEL AVIV, L3 6158002 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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American Depositary Shares | | | | | | | | 1200 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Option to Purchase American Depositary Shares (2) | $1.62 | 3/16/2023 | | A | | 6857 | | (3) | 3/21/2033 | American Depositary Shares (1) | 6857 | $0 | 6857 | D | |
Option to Purchase American Depositary Shares (2) | $3.53 | 3/7/2022 | | A | | 6820 | | (4) | 3/7/2032 | American Depositary Shares (1) | 6820 | $0 | 6820 | D | |
Option to Purchase American Depositary Shares (2) | $27.26 | 4/19/2021 | | A | | 11884 | | (5) | 4/19/2031 | American Depositary Shares (1) | 11884 | $0 | 11884 | D | |
Option to Purchase American Depositary Shares (2) | $0.8 | 10/28/2016 | | A | | 10123 | | (6) | 10/27/2017 | American Depositary Shares (1) | 10123 | $0 | 10123 | D | |
Explanation of Responses: |
(1) | Each American Depositary Share (ADS) represents twenty (20) ordinary shares, no par value, of the Issuer. |
(2) | No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only. |
(3) | These options were granted as per the annual grant of options to directors. These options vest and become exercisable in their entirety on March 16, 2024, subject to the Reporting Person's continued service. |
(4) | These options vested and became exercisable in their entirety on March 16, 2023. These options were granted as per the annual grant of options to directors. |
(5) | These options vest and become exercisable in equal monthly installments over a 36 month period commencing on March 16, 2021, subject to the Reporting Person's continued service. |
(6) | The options reported in this row have all vested and are exercisable as of the date hereof, subject to the Reporting Person's continued service. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Darvish Nissim C/O CHEMOMAB THERAPEUTICS LTD. KIRYAT ATIDIM, BUILDING 7 TEL AVIV, L3 6158002 | X |
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Signatures
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/s/ Matthew Rudolph, Esq., Attorney-in-Fact for Nissim Darvish | | 3/23/2023 |
**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 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). |
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 control number. |
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