FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

SABBY MANAGEMENT, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/12/2018 

3. Issuer Name and Ticker or Trading Symbol

Rosetta Genomics Ltd. [ROSG]

(Last)        (First)        (Middle)

10 MOUNTAINVIEW ROAD, SUITE 205

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

UPPER SADDLE RIVER, NJ 07458       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
ADR Shares (each one equal to 2 ordinary shares)   713230   I   (1) (3) See Footnotes   (1) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
$598,000 Convertible Debenture due February 23, 2047   (1) (2) (3) 2/23/2017   (2) 2/23/2047   ADR Shares   (2) 650000   (2) $0.92   I   (1) (3) See Footnotes   (1) (2) (3)
$1,885,000 Convertible Debenture due October, 2047   (1) (2) (3) 10/2/2017   (2) 10/2/2047   ADR Shares   (2) 2048913   (2) $0.92   I   (1) (3) See Footnotes   (1) (2) (3)
$19.7567 Strike Warrant   (1) (2) (3) 10/15/2015   (2) 10/15/2020   ADR Shares   (2) 42970   (2) $19.7567   I   (1) (3) See Footnotes   (1) (2) (3)
$0.92 Strike Warrant   (1) (2) (3) 11/29/2016   (2) 11/29/2021   ADR Shares   (2) 833334   (2) $0.92   I   (1) (3) See Footnotes   (1) (2) (3)
$1.15 Strike Warrant   (1) (2) (3) 10/2/2017   (2) 10/2/2022   ADR Shares   (2) 2173912   (2) $1.15   I   (1) (3) See Footnotes   (1) (2) (3)
$1.50 Strike Warrant   (1) (2) (3) 8/9/2017   (2) 8/9/2022   ADR Shares   (2) 1624623   (2) $1.5   I   (1) (3) See Footnotes   (1) (2) (3)

Explanation of Responses:
(1)  This Form 3 is being filed by Sabby Healthcare Master Fund, Ltd. ("SHMF"), Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"), Sabby Management, LLC ("Advisor") and Hal Mintz. Advisor is the investment manager of SHMF and SVWMF. Mr. Mintz is the manager of Advisor.
(2)  The conversion or exercise of this security into shares is subject to a blocker, and the holder is not allowed to convert or exercise the security into shares if as a result of such conversion or exercise the holder (in the aggregate with its affiliates) would own in excess of 4.99% of the outstanding shares. As holder (in the aggregate with its affiliates) currently owns more than 4.99% of the outstanding shares, this security is not currently eligible for conversion or exercise into shares.
(3)  The amount reported herein reflects the entire amount of Issuer's securities held by SHMF and SVWMF as of March 12, 2018. Each of the Advisor and Mr. Mintz disclaims, for purposes of Section 16 of tthe Securities Exchange Act of 1934 ("Section 16"), beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that either Advisor or Mr. Mintz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SABBY MANAGEMENT, LLC
10 MOUNTAINVIEW ROAD
SUITE 205
UPPER SADDLE RIVER, NJ 07458

X

Sabby Healthcare Master Fund, Ltd.
C/O SABBY MANAGEMENT, LLC
10 MOUNTAINVIEW ROAD, SUITE 205
UPPER SADDLE RIVER, NJ 07458

X


Signatures
/s/ Robert Grundstein, COO and General Counsel of Sabby Management, LLC 3/13/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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