Statement of Changes in Beneficial Ownership (4)
January 24 2023 - 10:22AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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aMoon Growth Fund Limited Partnership |
2. Issuer Name and Ticker or Trading Symbol
Old Ayala, Inc
[
AYLA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
34 YERUSHALAIM ROAD, BEIT GAMLA, 6TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/19/2023 |
(Street)
RAANANA, L3 4350110
(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)
___ Form filed by One Reporting Person
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X
_ 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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Common Stock | 1/19/2023 | | D | | 2991473 | D | (1) | 0 | D (2) | |
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 |
Explanation of Responses: |
(1) | This Form 4 reports securities disposed of pursuant to the terms of that certain Agreement and Plan of Merger, dated October 18, 2022, by and among Ayala Pharmaceuticals, Inc. ("Ayala"), Advaxis, Inc. ("Advaxis"), and DOE Merger Sub, Inc., a wholly owned subsidiary of Advaxis (the "Merger Agreement"). The acquisition is more fully described in Ayala's definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2022. In accordance with the terms of the Merger Agreement, upon the consummation of the merger on January 19, 2023, each share of Ayala's common stock was cancelled and converted into the right to receive shares of Advaxis common stock based on the exchange ratio set forth therein. |
(2) | The reported shares were held of record by aMoon Growth Fund Limited Partnership ("aMoon Growth Fund"). aMoon Growth Fund G.P. Limited Partnership ("aMoon Growth Fund G.P.") is the sole General Partner of aMoon Growth Fund and aMoon General Partner Ltd. ("aMoon General Partner") is the sole General Partner of aMoon Growth Fund G.P. Dr. Yair Schindel is the sole shareholder of aMoon General Partner. By virtue of such relationships, aMoon Growth Fund G.P., aMoon General Partner and Dr. Schindel may have been deemed to have shared voting and investment power with respect to the shares held of record by aMoon Growth Fund. Each of aMoon Growth Fund G.P., aMoon General Partner and Dr. Schindel disclaims beneficial ownership of the shares held by aMoon Growth Fund except to the extent of its or his pecuniary interest therein, if any. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
aMoon Growth Fund Limited Partnership 34 YERUSHALAIM ROAD BEIT GAMLA, 6TH FLOOR RAANANA, L3 4350110 |
| X |
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Schindel Yair Chaim 34 YERUSHALAIM ROAD BEIT GAMLA, 6TH FLOOR RAANANA, L3 4350110 |
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| shareholder of 10% holder |
Signatures
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/s/ Yair Schindel, the sole shareholder of aMoon General Partner Ltd., the sole General Partner of aMoon Growth Fund G.P. Limited Partnership, the sole General Partner of aMoon Growth Fund, Limited Partnership | | 1/24/2023 |
**Signature of Reporting Person | Date |
/s/ Yair Schindel | | 1/24/2023 |
**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 4(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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