Statement of Changes in Beneficial Ownership (4)
July 16 2020 - 05:16PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Abbhi
Sankesh |
2. Issuer Name and Ticker or Trading
Symbol BRAINSTORM CELL THERAPEUTICS INC. [ BCLI
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O BRAINSTORM CELL THERAPEUTICS INC., 1325 AVENUE OF
AMERICAS, 28TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/15/2020
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
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|
|
|
|
|
|
4657 |
D |
|
Common Stock |
7/15/2020 |
|
P |
|
46779 |
A |
$12.99 (1) |
2164530 |
I |
Abbhi Investments, LLC (2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Warrant to Purchase Common
Stock |
$15 |
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|
|
|
|
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3/6/2020 |
3/6/2023 |
Common Stock |
250000 |
|
250000 (3) |
I |
Abbhi Investments, LLC (2) |
Explanation of
Responses: |
(1) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $12.82 to $13.14,
inclusive. The Reporting Person undertakes to provide to the
Issuer, or the staff of the Securities and Exchange Commission,
upon request, full information regarding the number of shares
purchased at each separate price within the range set forth in this
footnote. |
(2) |
Abbhi Investments, LLC is
the record owner of these securities. Mr. Sankesh Abbhi is the
manager of Abbhi Investments, LLC and maintains sole voting and
investment power with respect to common stock and warrants held by
Abbhi Investments, LLC. |
(3) |
Pursuant to the March 6,
2020 Securities Purchase Agreement between Abbhi Investments, LLC
and the Issuer, for an aggregate purchase price of $10,000,000,
Abbhi Investments, LLC received 1,250,000 shares of Common Stock
and a Warrant for 250,000 shares of Common Stock with a purchase
price per share of $15.00, and an expiration date of the third
anniversary of the date of issuance. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Abbhi Sankesh
C/O BRAINSTORM CELL THERAPEUTICS INC.
1325 AVENUE OF AMERICAS, 28TH FLOOR
NEW YORK, NY 10019 |
X |
|
|
|
Signatures
|
/s/ Nathaniel Gaede (pursuant to power of
attorney) |
|
7/15/2020 |
**Signature
of Reporting Person |
Date |