Amended Statement of Beneficial Ownership (sc 13d/a)
October 18 2017 - 5:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
MICROBOT
MEDICAL INC.
(Name
of Issuer)
Common
Stock, par value $0.01 per Share
(Title
of Class of Securities)
59503A
105
(CUSIP
Number)
Moshe
Shoham
22
Bedolach Street
Hoshaya
M.P. Hamovil 17915, Israel
972
4 6569788
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
September
15, 2017
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
NOTE
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The
information required on 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).
1.
|
Names
of Reporting Person:
Moshe
Shoham
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions):
PF
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization:
Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE
VOTING POWER
2,266,531
(see Item 5)
|
8
.
|
SHARED
VOTING POWER
None
|
9
.
|
SOLE
DISPOSITIVE POWER
2,266,531
(see Item 5)
|
10.
|
SHARED
DISPOSITIVE POWER
None
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,266,531
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11):
6.01
%
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
Item
1. Security and Issuer
This
statement on Schedule 13D (this “Statement”) relates to the issued and outstanding shares of common stock, par value
$0.01 per share (the “Company Common Stock”), of Microbot Medical Inc., a Delaware corporation (the “Company”).
The principal executive offices of the Company are located at 25 Recreation Park Drive, Unit 108, Hingham, MA 02043.
Item
2. Identity and Background
This
statement is filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Moshe Shoham. Dr. Shoham is
a natural person, and is a director on the Board of Directors of the Company, with an address of 22 Bedolach Street, Hoshaya M.P.
Hamovil 17915, Israel.
Dr.
Shoham has not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
Dr.
Shoham is an Israeli citizen.
Item
3. Source and Amount of Funds or Other Consideration
From
September 15, 2017 through October 9, 2017, Dr. Shoham sold an aggregate of 283,700 shares of Company Common Stock through
his Rule 10b5-1 trading plan (the “Stock Sales”). The information set forth in Item 5(c) hereto is incorporated herein
by reference.
Item
4. Purpose of Transaction
As
a result of the Stock Sales, Dr. Shoham’s beneficial ownership in the Company decreased to 6.01%.
Dr.
Shoham disposed of the securities of the Company pursuant to his Rule 10b5-1 trading plan and may make further sales of shares
of Company Common Stock through his Rule 10b5-1 trading plan.
Reference
is made to Item 3 herein and hereby is incorporated by reference.
Item
5. Interest in Securities of the Issuer
(a)
|
As
of the date of this report, Dr. Shoham beneficially owns 2,266,531 shares of Company
Common Stock, which number of shares represents approximately 6.01% of the outstanding
Common Stock. Includes options granted to Dr. Shoham to purchase an aggregate of 708,141
shares of Company Common Stock, which options are currently exercisable.
The
percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under
the Securities Exchange Act of 1934, as amended.
|
|
|
(b)
|
Dr.
Shoham has power to vote or direct the vote, and to dispose or direct the disposition, of 1,558,390 shares of Company
Common Stock, and 708,141 shares underlying options.
|
(c)
|
The
following transactions were effected by Dr. Shoham pursuant to his Rule 10b5-1 trading
plan during the past sixty (60) days:
|
Reporting
Person
|
|
Trade
Date
|
|
Buy/Sell
|
|
Number
of
Shares
|
|
|
Price
Per
Share
|
|
|
How
transaction was
effected
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
74,975
|
|
|
$
|
1.25
|
|
|
Pursuant to 10b5-1 trading
plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
28,657
|
|
|
$
|
1.255
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
40,500
|
|
|
$
|
1.26
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
20,276
|
|
|
$
|
1.265
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
400
|
|
|
$
|
1.2675
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
27,384
|
|
|
$
|
1.27
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
1,200
|
|
|
$
|
1.275
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
14,400
|
|
|
$
|
1.28
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
11,083
|
|
|
$
|
1.285
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
6,463
|
|
|
$
|
1.29
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
9,001
|
|
|
$
|
1.295
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
6,500
|
|
|
$
|
1.3
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
1,471
|
|
|
$
|
1.305
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
7,490
|
|
|
$
|
1.31
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
09/15/2017
|
|
Sell
|
|
|
200
|
|
|
$
|
1.32
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
10/5/2017
|
|
Sell
|
|
|
17,100
|
|
|
$
|
1.5017
|
|
|
Pursuant to 10b5-1 trading plan
|
Moshe Shoham
|
|
10/9/2017
|
|
Sell
|
|
|
16,600
|
|
|
$
|
1.50
|
|
|
Pursuant to 10b5-1 trading plan
|
(d)
|
Not
applicable.
|
|
|
(e)
|
Not
applicable.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Reference
is made to Items 3 and 4 herein and hereby is incorporated by reference.
|
Item
7.
|
Material
to be Filed as Exhibits
|
Not
Applicable.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date:
October 18, 2017
|
By:
|
/s/
Moshe Shoham
|
|
Name:
|
Moshe
Shoham
|
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