Initial Statement of Beneficial Ownership (3)
January 18 2018 - 5:10PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Eini Meir
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2018
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3. Issuer Name
and
Ticker or Trading Symbol
Foamix Pharmaceuticals Ltd. [FOMX]
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(Last)
(First)
(Middle)
2 HOLTZMAN STREET
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
___
X
___ Other (specify below)
/ Observer to Board of Directors
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(Street)
REHOVOT, L3 7670402
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Ordinary Shares
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2757781
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I
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See footnote
(1)
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Ordinary Shares
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11239
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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5/13/2014
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5/13/2018
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Ordinary Shares
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20860
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$5.04
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I
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See footnote
(1)
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Options
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(2)
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12/29/2024
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Ordinary Shares
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48000
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$5.88
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D
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Options
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(3)
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12/29/2024
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Ordinary Shares
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36000
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$6.77
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D
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Options
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(4)
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8/9/2026
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Ordinary Shares
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35000
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$7.09
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D
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Options
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(5)
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1/1/2027
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Ordinary Shares
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60389
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$10.3
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D
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Restricted Share Units
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(6)
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(6)
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Ordinary Shares
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5625
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$0.00
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D
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Restricted Share Units
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(7)
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(7)
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Ordinary Shares
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20000
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$0.00
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D
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Restricted Share Units
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(8)
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(8)
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Ordinary Shares
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20130
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$0.00
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D
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Explanation of Responses:
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(1)
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Shares and Warrants held by Meir Eini Holdings Ltd., an Israeli company controlled by Meir Eini
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(2)
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The Options vested over a period of three years from December 29, 2014 (33.3% on each anniversary of such date) and ending December 29, 2017
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(3)
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The Options vest over a period of four years from December 29, 2014 (25% on the first anniversary of such date and 6.25% every three months thereafter) and ending December 29, 2018
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(4)
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The Options vest over a period of four years from August 9, 2016 (25% on the first anniversary of such date and 6.25% every three months thereafter) and ending August 9, 2020
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(5)
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The Options vest over a period of four years from January 1, 2017 (25% on the first anniversary of such date and 6.25% every three months thereafter) and ending January 1, 2021
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(6)
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The Restricted Share Units vest in equal installments every three months beginning on January 15, 2018 and ending January 15, 2019
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(7)
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The Restricted Share Units vest on November 15, 2018
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(8)
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The Restricted Share Units vest over a period of four years (25% on January 1, 2018 and 6.25% every three months thereafter) ending January 1, 2021
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Remarks:
The Reporting Person is filing this form in connection with the Issuer's transition from a foreign private issuer to a domestic issuer, effective January 1, 2018. Exhibit 24 Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Eini Meir
2 HOLTZMAN STREET
REHOVOT, L3 7670402
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Observer to Board of Directors
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Signatures
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/s/ Ilan Hadar as attorney-in-fact for Meir Eini
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1/18/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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