FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Shaaltiel Yoseph
2. Issuer Name and Ticker or Trading Symbol

Protalix BioTherapeutics, Inc. [ PLX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive VP, R&D
(Last)          (First)          (Middle)

C/O PROTALIX BIOTHERAPEUTICS, INC., 2 SNUNIT STREET, SCIENCE PARK, POB 455
3. Date of Earliest Transaction (MM/DD/YYYY)

9/15/2016
(Street)

CARMIEL, L3 20100
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/15/2016     M    122162   A $.001   585916   D    
Common Stock                  210000   (1) I   By Trust   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Stock Options (Right to Buy)   $.001   9/15/2016     M         122162      (3)   (3) Common Stock   122162   $0   0   (4) D    

Explanation of Responses:
( 1)  Represents restricted shares of common stock of Protalix BioTherapeutics, Inc., issued under its 2006 Stock Incentive Plan, as amended June 17, 2012 (the "Plan"), all of which have vested. Vested restricted shares are subject to a lock-up for a 24-month period from the date of vesting. Notwithstanding the foregoing and subject to certain exceptions, the lock-up period will terminate immediately upon a Change in Control, as defined in the Plan.
( 2)  To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee in connection with the Plan must be registered in the name of a trustee.
( 3)  Represents exercise of all stock underlying the derivative security.
( 4)  Does not include options to purchase 263,728 shares of common stock at an exercise price equal to $5.00 per share that expire on February 7, 2018; options to purchase 50,000 shares of common stock at an exercise price equal to $2.65 per share that expire on February 25, 2019; options to purchase 145,000 shares of common stock at an exercise price equal to $6.90 per share that expire on February 25, 2020; and options to purchase 275,000 shares of common stock at an exercise price equal to $1.72 per share that expire on March 23, 2025.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Shaaltiel Yoseph
C/O PROTALIX BIOTHERAPEUTICS, INC.
2 SNUNIT STREET, SCIENCE PARK, POB 455
CARMIEL, L3 20100


Executive VP, R&D

Signatures
/s/ Yossi Maimon, POA 9/16/2016
** 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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