VBLT Vascular Biogenics Ltd

SCHEDULE 13D

SCHEDULE 13D

This Schedule 13D (the “Schedule 13D”) relates to the Ordinary Shares, NIS 0.01 par value (“Ordinary Shares”), of Vascular Biogenics Ltd. (the “Issuer”).

The principal executive offices of the Issuer are located at 6 Jonathan Netanyahu Street, Or Yehuda Israel 60376.

The Reporting Persons acquired beneficial ownership of the Issuer’s securities described in this Schedule 13D as a result of the exercise by the Trust of certain remedies following a default by The Keffi Group VI LLC (“Keffi VI) of loan obligations as described in more detail under Item 4 below. The loans were funded by the personal funds of Lee and funds in the Trust available for investment.

On January 31, 2014, Lee, the Trust, Keffi VI and other parties entered into a Loan and Forbearance Agreement pursuant to which Keffi VI and another debtor issued (i) a promissory note to the Trust in connection with a loan made pursuant to such Loan and Forbearance Agreement and (ii) an amended and restated promissory note to Lee which replaced certain promissory notes previously issued to Lee. The Trust and Lee loaned additional amounts to Keffi VI and another debtor in August 2014 pursuant to a demand promissory note.

The obligations of Keffi VI and the other debtor under the notes issued to the Trust and Lee were secured by, among other things, a pledge of the Ordinary Shares of the Issuer owned by Keffi VI. In connection with such pledge, Keffi VI, Lee, the Trust and JPMorgan Chase Bank N.A. (the “Intermediary”) entered into a Securities Account Control Agreement dated May 4, 2015 which provides that at such time as Lee and the Trust send a Notice of Exclusive Control to the Intermediary, the Intermediary may thereafter honor solely the orders of Lee and the Trust concerning the account in which the pledged Ordinary Shares are held. On January 19, 2016, following a default under the Loans, Lee and the Trust delivered a Notice of Exclusive Control to the Intermediary which gives Lee and the Trust the right to direct the vote and disposition of the Ordinary Shares of the Issuer held in the account.

The Loan and Forbearance Agreement provides that if the Issuer offers shares of its capital stock to the public, Keffi VI shall use reasonable efforts to cause VBL shares owned by Keffi to be listed for sale in the public offering and Keffi VI is required to use the proceeds of such sale to pay the Trust and Lee.

The Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number of or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g) (4) of the Act, as amended or (j) any action similar to those enumerated above; however, the Reporting Persons at any time and from time to time, may acquire additional securities or dispose of any or all of the securities owned by them depending upon an ongoing evaluation of the investment in the securities, prevailing market conditions and other investment opportunities.

(a)          The aggregate number of Ordinary Shares beneficially owned by the Reporting Persons as of the date of this Schedule 13D is 4,858,739 shares, or approximately 21.6% of the class of securities identified in Item 1 based on 22,482,335 Ordinary Shares outstanding as of November 5, 2015, as reported in the Issuer’s Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 9, 2016 under Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended.

(b)          The number of Ordinary Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Person is set forth in Items 7 to 10 of pages 2-3 of this Schedule 13D and such information is incorporated herein by reference.

(c)          Except as described above, the Reporting Persons have not had any transactions in the class of securities reported herein during the past 60 days.

(d)          Not applicable.

(e)          Not applicable.

No contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, except the Loan and Forbearance Agreement, Security Agreement and Securities Account Control Agreement described in Item 4 above.

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.

Dated: August 25, 2016