Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 01:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Protalix
Biotherapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
74365A101
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
74365A101
1.
|
Names
of Reporting Persons
Kevin
Russell
|
2
.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐
|
3
.
|
SEC
Use Only
|
4
.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
shares
Beneficially
O
wned by
E
ach
R
eporting
person
with
:
|
5
.
|
Sole
Voting Power
0
|
6
.
|
Shared
Voting Power
10,588,235
|
7
.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
10,588,235
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,588,235
(see Item 4)
|
10
.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11
.
|
Percent
of Class Represented by Amount in Row (9)
7.0%
(see Item 4)
|
12
.
|
Type
of Reporting Person (See Instructions)
IN;
HC
|
CUSIP No.
74365A101
1.
|
Names
of Reporting Persons
Andrew
Martin
|
2
.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐
|
3
.
|
SEC
Use Only
|
4
.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
shares
Beneficially
O
wned by
E
ach
R
eporting
person
with
:
|
5
.
|
Sole
Voting Power
0
|
6
.
|
Shared
Voting Power
10,588,235
|
7
.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
10,588,235
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,588,235
(see Item 4)
|
10
.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11
.
|
Percent
of Class Represented by Amount in Row (9)
7.0%
(see Item 4)
|
12
.
|
Type
of Reporting Person (See Instructions)
IN;
HC
|
CUSIP No.
74365A101
1.
|
Names
of Reporting Persons
UBS
O’Connor LLC
|
2
.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐
|
3
.
|
SEC
Use Only
|
4
.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
shares
Beneficially
O
wned by
E
ach
R
eporting
person
with
:
|
5
.
|
Sole
Voting Power
0
|
6
.
|
Shared
Voting Power
10,588,235
|
7
.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
10,588,235
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,588,235
(see Item 4)
|
10
.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11
.
|
Percent
of Class Represented by Amount in Row (9)
7.0%
(see Item 4)
|
12
.
|
Type
of Reporting Person (See Instructions)
OO;
IA
|
This Amendment No. 1
is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with
the Securities and Exchange Commission (the “
SEC
”) on February 14, 2017 (the “
Schedule 13G
”).
Except as set forth
below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13G.
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none,
Residence
(c) Citizenship
Ms.
Fitzpatrick ceased to be a Reporting Person and the Chief Executive Officer of O’Connor prior to December 31, 2017. GLEA
changed its name from O’Connor Global Multi-Strategy Alpha Master Limited to Nineteen77 Global Multi-Strategy Alpha
Master Limited.
Item 4.
Ownership.
(a) and (b):
As
of the close of business on December 31, 2017
,
each of the Reporting Persons may have been
deemed to have beneficial ownership of 10,588,235 shares of Common Stock, which consisted of (i) 8,937,333 shares of Common Stock
issuable upon conversion of a convertible note held by GLEA (the “
GLEA Note
”) and (ii) 1,650,902 shares of Common
Stock issuable upon conversion of a convertible note held by GLEA XL (the “
GLEA XL Note
”), and all such shares
of Common Stock in the aggregate represented beneficial ownership of approximately 7.0% of the Common Stock, based on (1)
139,727,673
shares of Common Stock outstanding as of November 1, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2017 filed with the SEC on November 8, 2017, plus (2)
8,937,333
shares of Common Stock issuable upon conversion of the GLEA Note, and (3) 1,650,902 shares of Common Stock issuable upon conversion
of the GLEA XL Note
.
(c)
Number of shares as
to which each Reporting Person has:
(1) Sole power to vote or to direct the vote:
0
.
(2) Shared power to vote or to direct the vote:
10,588,235
.
(3) Sole power to dispose or to direct the disposition
of
0
.
(4) Shared power to dispose or to direct the disposition
of
10,588,235
.
Item 10. Certification
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.
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 13, 2018
|
/s/ Kevin Russell
|
|
Kevin Russell
|
|
|
|
|
/s/ Andrew Martin
|
|
Andrew Martin
|
|
|
|
|
UBS O’Connor LLC
|
|
|
|
|
By:
|
/s/ Nicholas Vagra
|
|
|
Name: Nicholas Vagra
|
|
|
Title: Manager, Chief Operating Officer
|
|
|
|
|
By:
|
/s/ Andrew Hollenbeck
|
|
|
Name: Andrew Hollenbeck
|
|
|
Title: General Counsel
|
Page
6 of 6
Protalix BioTherapeutics (AMEX:PLX)
Historical Stock Chart
From Feb 2024 to Mar 2024
Protalix BioTherapeutics (AMEX:PLX)
Historical Stock Chart
From Mar 2023 to Mar 2024