Amended Statement of Ownership (sc 13g/a)
February 13 2020 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No.
3)*
Protalix Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
74365A309
(CUSIP Number)
December
31, 2019
(Date of Event Which Requires Filing of
this Statement)
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. 74365A309
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
8,000,000
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
8,000,000
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,000,000 (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)
5.1% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO; IA
|
This Amendment No. 3
is being filed jointly by the Reporting Person and amends the Schedule 13G initially filed with the Securities and Exchange
Commission (the “SEC”) on February 14, 2017, as amended by Amendment No. 1 thereto filed with the SEC on February
13, 2018, and as amended by Amendment No. 2 thereto filed with the SEC on February 12, 2019 (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.
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none,
Residence
(c) Citizenship
Mr. Russel and Mr. Martin ceased
to be reporting persons. As used in this Amendment No. 3, the term Reporting Person shall refer to UBS O’Connor LLC, a Delaware
limited liability company.
(e) CUSIP Number
74365A309
Item 4. Ownership.
(a) and (b):
As of the
close of business on December 31, 2019, the Reporting Person may have been deemed to have beneficial ownership of 8,000,000 shares
of Common Stock issuable upon conversion of the GLEA Note, and all such shares of Common Stock represented beneficial ownership
of approximately 5.1% of the Common Stock, based on (1) 148,382,299 shares of Common Stock outstanding as of November 1, 2019 as
reported by the Issuer, plus (2) 8,000,000 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: 8,000,000
.
(2) Shared power to vote or to direct the vote:
0 .
(3) Sole power to dispose or to direct the disposition
of 8,000,000 .
(4) Shared power to dispose or to direct the disposition
of 0 .
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 has ceased to
be
the beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item 10. Certification
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 13, 2020
|
UBS O’Connor LLC
|
|
|
|
|
By:
|
/s/
Michael Esposito
|
|
|
Name:
Michael Esposito
|
|
|
Title:
Chief Compliance Officer
|
|
|
|
|
By:
|
/s/
Christopher Smock
|
|
|
Name:
Christopher Smock
|
|
|
Title:
Senior Compliance Officer
|
Page 4 of 4
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