Amended Statement of Ownership (sc 13g/a)
February 12 2019 - 3:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Protalix
Biotherapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
74365A101
(CUSIP
Number)
December
31, 2018
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
a.
|
☒
Rule 13d-1(b)
|
b.
|
☐
Rule 13d-1(c)
|
c.
|
☐
Rule 13d-1(d)
|
*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
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
9,411,764
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
9,411,764
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
9,411,764
(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)
6.0
%
(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
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
9,411,764
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
9,411,764
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
9,411,764
(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)
6.0
%
(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
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
9,411,764
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
9,411,764
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
9,411,764
(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)
6.0
%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
OO;
IA
|
|
|
|
|
|
|
This
Amendment No. 2 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, and amended by Amendment
No. 1 thereto filed by the Reporting Persons with the SEC on February 13, 2018 (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.
(a)
and (b):
As
of the close of business on December 31, 2018, each of the Reporting Persons may have been deemed to have beneficial ownership
of 9,411,764 shares of Common Stock issuable upon conversion of the GLEA Note, and all such shares of Common Stock represented
beneficial ownership of approximately 6.0% of the Common Stock, based on (1) 148,374,921 shares of Common Stock outstanding as
of November 1, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2018 filed with the SEC on November 7, 2018, plus (2) 9,411,764 shares of Common Stock issuable upon conversion of the GLEA
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:
9,411,764
.
(3)
Sole power to dispose or to direct the disposition of
0
.
(4)
Shared power to dispose or to direct the disposition of
9,411,764
.
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 11, 2019
|
/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
|
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