Statement of Changes in Beneficial Ownership (4)
March 04 2021 - 5:55PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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1. Name and Address of Reporting Person
*
Leonard Frank X |
2. Issuer Name and Ticker or Trading Symbol
NovoCure Ltd
[
NVCR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Development Officer |
(Last)
(First)
(Middle)
C/O NOVOCURE INC.,, 20 VALLEY STREAM PARKWAY, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2021 |
(Street)
MALVERN, PA 19355
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Restricted Share Units | 3/2/2021 | | S | | 430 (1) | D | $152.053 | 82668 | D | |
Restricted Share Units | 3/2/2021 | | A | | 8709 (2) | A | $0 | 91377 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Options to Buy Ordinary Shares | $153.09 | 3/2/2021 | | A | | 16003 | | (3) | 3/1/2031 | Ordinary Shares | 16003.0 | $0 | 16003 | D | |
Explanation of Responses: |
(1) | Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the Restricted Share Units vested on February 27, 2021. This sale is mandated by the issuer's award agreement under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. |
(2) | Represents restricted share units that are scheduled to vest in equal installments on each of March 2, 2022, 2023 and 2024, subject to the reporting person's continued employment through such dates. |
(3) | Options to buy 16,003 ordinary shares will vest and become exercisable in equal installments on each of March 2, 2022, 2023, 2024 and 2025, subject to the reporting person's continued employment through such dates. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Leonard Frank X C/O NOVOCURE INC., 20 VALLEY STREAM PARKWAY, SUITE 300 MALVERN, PA 19355 |
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| Chief Development Officer |
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Signatures
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By: /s/ Steven Robbins, Attorney in Fact for Frank X. Leonard | | 3/4/2021 |
**Signature of Reporting Person | Date |
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