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. M20156101
|
13G
|
Page
2 of 12 Pages
|
1.
|
Names of Reporting Persons
Pontifax Israel III L.P.
|
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
Israel
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
508,052
1 2
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
508,052
1 2
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
508,052
1 2
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
¨
(
See
Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
15.2%
|
12.
|
Type of Reporting Person (
See
Instructions)
PN
|
|
|
|
|
1. Consists of 344,820 ordinary shares owned
by Pontifax Israel III L.P., 160,982 ordinary shares owned by Pontifax Cayman III L.P. and options to purchase 2,250 ordinary shares
exercisable within 60 days of December 31, 2017, owned by Pontifax Israel III L.P. and by Pontifax Cayman III L.P. Pontifax Management
Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011)
Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011)
Ltd.
2. Taking into account a five-to-one reverse
share split effected on September 25, 2017.
CUSIP No. M20156101
|
13G
|
Page
3 of 12 Pages
|
1.
|
Names of Reporting Persons
Pontifax Cayman III L.P.
|
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
Cayman Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
508,052
1 2
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
508,052
1 2
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
508,052
1 2
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
¨
(
See
Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
15.2%
|
12.
|
Type of Reporting Person (
See
Instructions)
PN
|
|
|
|
|
1. Consists of 344,820 ordinary shares owned
by Pontifax Israel III L.P., 160,982 ordinary shares owned by Pontifax Cayman III L.P. and options to purchase 2,250 ordinary shares
exercisable within 60 days of December 31, 2017, owned by Pontifax Israel III L.P. and by Pontifax Cayman III L.P. Pontifax Management
Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011)
Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011)
Ltd.
2. Taking into account a five-to-one reverse
share split effected on September 25, 2017.
CUSIP No. M20156101
|
13G
|
Page
4 of 12 Pages
|
1.
|
Names of Reporting Persons
Pontifax Management Fund III L.P.
|
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
Israel
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
508,052
1 2
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
508,052
1 2
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
508,052
1 2
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
¨
(
See
Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
15.2%
|
12.
|
Type of Reporting Person (
See
Instructions)
PN
|
|
|
|
|
1. Consists of 344,820 ordinary shares owned
by Pontifax Israel III L.P., 160,982 ordinary shares owned by Pontifax Cayman III L.P. and options to purchase 2,250 ordinary shares
exercisable within 60 days of December 31, 2017, owned by Pontifax Israel III L.P. and by Pontifax Cayman III L.P. Pontifax Management
Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011)
Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011)
Ltd.
2. Taking into account a five-to-one reverse
share split effected on September 25, 2017.
CUSIP No. M20156101
|
13G
|
Page
5 of 12 Pages
|
1.
|
Names of Reporting Persons
Pontifax Management III G.P. (2011) Ltd.
|
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
Israel
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
508,052
1 2
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
508,052
1 2
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
508,052
1 2
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
¨
(
See
Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
15.2%
|
12.
|
Type of Reporting Person (
See
Instructions)
CO
|
|
|
|
|
1. Consists of 344,820 ordinary shares owned
by Pontifax Israel III L.P., 160,982 ordinary shares owned by Pontifax Cayman III L.P. and options to purchase 2,250 ordinary shares
exercisable within 60 days of December 31, 2017, owned by Pontifax Israel III L.P. and by Pontifax Cayman III L.P. Pontifax Management
Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011)
Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011)
Ltd.
2. Taking into account a five-to-one reverse
share split effected on September 25, 2017.
CUSIP No. M20156101
|
13G
|
Page
6 of 12 Pages
|
1.
|
Names of Reporting Persons
Ran Nussbaum
|
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
Israel
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
508,052
1 2
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
508,052
1 2
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
508,052
1 2
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
¨
(
See
Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
15.2%
|
12.
|
Type of Reporting Person (
See
Instructions)
IN
|
|
|
|
|
1. Consists of 344,820 ordinary shares owned
by Pontifax Israel III L.P., 160,982 ordinary shares owned by Pontifax Cayman III L.P. and options to purchase 2,250 ordinary shares
exercisable within 60 days of December 31, 2017, owned by Pontifax Israel III L.P. and by Pontifax Cayman III L.P. Pontifax Management
Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011)
Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011)
Ltd.
2. Taking into account a five-to-one reverse
share split effected on September 25, 2017.
CUSIP No. M20156101
|
13G
|
Page
7 of 12 Pages
|
Introductory Note:
This Schedule 13G is
filed on behalf of Pontifax Israel III L.P., a limited partnership organized under the laws of the State of Israel, Pontifax Cayman
III L.P., a limited partnership organized under the laws of the Cayman Islands, Pontifax Management Fund III L.P., a limited partnership
organized under the laws of the State of Israel, Pontifax Management III G.P. (2011) Ltd., an Israeli company and Ran Nussbaum,
in respect of ordinary shares of Bioblast Pharma Ltd.
|
Item 1(a).
|
Name of Issuer:
|
Bioblast Pharma Ltd.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
PO Box 318
Tel Aviv, Israel 6100201
|
Item 2(a).
|
Name of Person Filing:
|
This Statement is filed on behalf of Pontifax Israel
III L.P., Pontifax Cayman III L.P., Pontifax Management Fund III L.P., Pontifax Management III G.P. (2011) Ltd. and Ran Nussbaum.
|
Item 2(b).
|
Address of Principal
Offices or, if None, Residence:
|
The addresses of the Reporting Persons
are:
Pontifax Israel III L.P - 14 Shenkar
St. Herzliya, 46140, Israel
Pontifax Cayman III L.P. - 14 Shenkar
St. Herzliya, 46140, Israel
Pontifax Management Fund III L.P.,
- 14 Shenkar St. Herzliya, 46140, Israel
Pontifax Management III G.P. (2011)
Ltd. - 14 Shenkar St. Herzliya, 46140, Israel
Ran Nussbaum - 14 Shenkar St. Herzliya,
46140, Israel
Pontifax Israel III L.P. is organized in the State
of Israel, Pontifax Cayman III L.P. is organized in the Cayman Islands, Pontifax Management Fund III L.P. is organized in the State
of Israel, Pontifax Management III G.P. (2011) Ltd. is incorporated in the State of Israel and Ran Nussbaum is a citizen of the
State of Israel.
|
Item 2(d).
|
Title of Class of Securities:
|
Ordinary Shares
M20156101
|
Item 3.
|
If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the
filing person is a:
|
Not applicable.
CUSIP No. M20156101
|
13G
|
Page
8 of 12 Pages
|
|
(a)
|
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
|
|
(i)
|
¨
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j)
|
¨
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
______________________________________________
|
(a)
|
Amount beneficially owned:
|
508,052
shares
1
15.2%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote:
508,052
shares
|
|
(ii)
|
Shared power to vote or direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
508,052
shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
1. Consists of 344,820 ordinary shares owned
by Pontifax Israel III L.P., 160,982 ordinary shares owned by Pontifax Cayman III L.P. and options to purchase 2,250 ordinary shares
exercisable within 60 days of December 31, 2017, owned by Pontifax Israel III L.P. and by Pontifax Cayman III L.P. Pontifax Management
Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011)
Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011)
Ltd.
CUSIP No. M20156101
|
13G
|
Page
9 of 12 Pages
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the
fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following
¨
.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above 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.
CUSIP No. M20156101
|
13G
|
Page
10 of 12 Pages
|
SIGNATURES
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, 2018
PONTIFAX ISRAEL III L.P.
|
|
|
|
By: /s/ Pontifax Management Fund III L.P.
|
|
Name: Pontifax Management Fund III L.P.
|
|
Title: General Partner
|
|
|
|
PONTIFAX CAYMAN III L.P.
|
|
|
|
By: /s/ Pontifax Management Fund III L.P.
|
|
Name: Pontifax Management Fund III L.P.
|
|
Title: General Partner
|
|
|
|
PONTIFAX MANAGEMENT FUND III
L.P
|
|
|
|
By: /s/ Pontifax Management Fund III G.P. (2011) L.P.
|
|
Name: Pontifax Management Fund III G.P. (2011) L.P.
|
|
Title: General Partner
|
|
|
|
PONTIFAX MANAGEMENT FUND III G.P. (2011)
L.P
|
|
|
|
By: /s/ Ran Nussbaum
|
|
Name: Ran Nussbaum
|
|
Title: Director
|
|
|
|
/s/ Ran Nussbaum
|
|
RAN NUSSBAUM
|
|
Attention.
Intentional
misstatements or omissions of fact constitute Federal criminal violations (s
ee
18 U.S.C. 1001).
CUSIP No. M20156101
|
13G
|
Page
11 of 12 Pages
|
EXHIBIT INDEX
|
A.
|
Joint Filing Agreement, dated as of February 14, 2018, by and among Pontifax Israel III L.P., Pontifax Cayman III L.P., Pontifax Management Fund III L.P., Pontifax Management III G.P. (2011) Ltd. and Ran Nussbaum
|
CUSIP No. M20156101
|
13G
|
Page 12 of 12 Pages
|
Exhibit
A
JOINT FILING AGREEMENT
The undersigned
hereby agree that the Schedule 13G with respect to the Ordinary Shares of NIS 0.05 par value, of Bioblast Pharma Ltd., dated as
of February 14, 2018, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Date: February 14, 2018
PONTIFAX ISRAEL III L.P.
|
|
|
|
By: /s/ Pontifax Management Fund III L.P.
|
|
Name: Pontifax Management Fund III L.P.
|
|
Title: General Partner
|
|
|
|
PONTIFAX CAYMAN III L.P.
|
|
|
|
By: /s/ Pontifax Management Fund III L.P.
|
|
Name: Pontifax Management Fund III L.P.
|
|
Title: General Partner
|
|
|
|
PONTIFAX MANAGEMENT FUND III L.P
|
|
|
|
By: /s/ Pontifax Management Fund III G.P. (2011) L.P.
|
|
Name: Pontifax Management Fund III G.P. (2011) L.P.
|
|
Title: General Partner
|
|
|
|
PONTIFAX MANAGEMENT FUND III G.P. (2011) L.P
|
|
|
|
By: /s/ Ran Nussbaum
|
|
Name: Ran Nussbaum
|
|
Title: Director
|
|
|
|
/s/ Ran Nussbaum
|
|
RAN NUSSBAUM
|
|