PLX Protalix BioTherapeutics Inc

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Item 1.

Protalix Biotherapeutics, Inc. (the “ Issuer ”)

Snunit Street, Science Park, POB 455

Carmiel 20100, Israel

Item 2.

This Schedule 13G is being filed on behalf of (i) Dawn Fitzpatrick, an individual who is a citizen of the United States of America (“ Ms. Fitzpatrick ”), (ii) Kevin Russell, an individual who is a citizen of the United States of America (“ Mr. Russell ”), (iii) Andrew Martin, an individual who is a citizen of the United States of America

(“ Mr. Martin ”) and (iv) UBS O’Connor LLC, a Delaware limited liability company (“ O’Connor ” and together with Ms. Fitzpatrick, Mr. Russell and Mr. Martin, collectively the “ Reporting Persons ”).

O’Connor serves as the investment manager to each of (1) Nineteen77 Global Multi-Strategy Alpha (Levered) Master Limited (“ GLEA XL ”) and (2) O’Connor Global Multi-Strategy Alpha Master Limited (“ GLEA ”, and together with GLEA XL, collectively, the “ O’Connor Funds ”). In such capacity, O’Connor exercises voting and investment power over the shares of Common Stock held for the account of each of GLEA XL and GLEA. O’Connor is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Ms. Fitzpatrick is the Chief Executive Officer of O’Connor, Mr. Russell is the Chief Investment Officer of O’Connor and Mr. Martin is a Portfolio Manager for O’Connor, and each also exercises voting and investment power over the shares of Common Stock held for the account of the O’Connor Funds. As a result, each of O’Connor, Ms. Fitzpatrick, Mr. Russell and Mr. Martin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of Common Stock held for the account of the O’Connor Funds.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 , pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of each of the Reporting Persons is One North Wacker Drive, 32 ^nd Floor, Chicago, Illinois 60606.

Common stock, $0.001 par value per share, of the Issuer (the “ Common Stock ”).

74365A101

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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Item 4. Ownership.

As of the close of business on December 31, 2016, each of the Reporting Persons may have been deemed to have beneficial ownership of 13,293,785 shares of Common Stock, which consisted of (i) 3,376,000 shares of Common Stock held by GLEA, (ii) 624,000 shares of Common Stock held by GLEA XL, (iii) 8,464,705 shares of Common Stock issuable upon conversion of a convertible note held by GLEA (“ GLEA Note 1 ”) and (iv) 829,080 shares of Common Stock issuable upon conversion of a second convertible note held by GLEA (“ GLEA Note 2 ”), and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 99,930,402 shares of Common Stock outstanding as of November 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the Securities and Exchange Commission on November 9, 2016, plus (2) 23,846,735 shares of Common Stock issued by the Issuer in the exchange transaction described in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 7, 2016, (3) 8,464,705 shares of Common Stock issuable upon conversion of GLEA Note 1 and (4) 829,080 shares of Common Stock issuable upon conversion of GLEA Note 2. The foregoing excludes: (I) 4,375,625 shares of Common Stock issuable upon conversion of GLEA Note 2 because GLEA Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA Note 2 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, of more than 9.99% of the Common Stock,(II) 961,176 shares of Common Stock issuable upon conversion of a convertible note held by GLEA XL (“ GLEA XL Note 1 ”) because GLEA XL Note 1 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA XL Note 1 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, of more than 9.99% of the Common Stock and (III) 1,564,705 shares of Common Stock issuable upon conversion of a second convertible note held by GLEA XL (“ GLEA XL Note 2 ”) because GLEA XL Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA XL Note 2 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 20,195,291 shares of Common Stock.

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Number of shares as to which each Reporting Person has:

Not applicable.

Not applicable.

The information set forth in Item 2 is hereby incorporated herein by reference.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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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.

Date: February 14, 2017

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Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: February 14, 2017

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