Statement of Changes in Beneficial Ownership (4)
November 18 2022 - 07:54AM
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).
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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
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 * Cohen Neil
Harris |
2. Issuer Name and Ticker or Trading
Symbol Chemomab Therapeutics Ltd. [ CMMB ] |
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 CHEMOMAB THERAPEUTICS LTD.,, 1 KENDALL SQ, BLDG 1400E,
STE 14-105 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/16/2022
|
(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
|
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 |
American Depositary Shares (1) |
11/16/2022 |
|
S |
|
2409 (2) |
D |
$2 |
10000 (3) |
D |
|
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 |
Option to Purchase American Depositary
Shares (4) |
$3.53 |
3/7/2022 |
|
A |
|
6820 |
|
(5) |
3/7/2032 |
American Depositary Shares (1) |
6820 |
$0 |
6820 |
D |
|
Option to Purchase American Depositary
Shares (4) |
$27.26 |
4/19/2021 |
|
A |
|
11884 |
|
(6) |
4/19/2031 |
American Depositary Shares (1) |
11884 |
$0 |
11884 |
D |
|
Option to Purchase American Depositary
Shares (4) |
$13.17 |
3/16/2021 |
|
A |
|
688 |
|
(7) |
7/15/2030 |
American Depositary Shares (1) |
688 |
$0 |
688 |
D |
|
Explanation of
Responses: |
(1) |
Each American Depositary
Share (ADS) represents twenty (20) ordinary shares, no par value,
of the Issuer. |
(2) |
The ADSs are held of record
directly by the Phoenix Insurance Company Ltd. (Naftali Neil Cohen)
(the "IRA"), which is self-managed by the Reporting Person. The
Reporting Person is the sole beneficiary of the IRA and may be
deemed to have sole voting and dispositive power with respect to
the ADSs held by IRA. |
(3) |
Based upon the 12,409 ADSs
previously held as reported by Mr. Neil Cohen on Form 4 filed with
the SEC on May 19, 2022. |
(4) |
No transaction has been
effected by the Reporting Person with respect to these securities,
and they are being included in this Form 4 for informational
purposes only. |
(5) |
These options vest and
become exercisable in their entirety on March 16, 2023 subject to
the Reporting Person's continued service. |
(6) |
These options vest and
become exercisable in equal monthly installments over a 36 month
period commencing on March 16, 2021, subject to the Reporting
Person's continued service. |
(7) |
These options vest and
become exercisable as follows: 1/3 vested on July 16, 2021, and the
remaining options vest on a quarterly basis for the following eight
quarters, subject to the Reporting Person's continued
service. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Cohen Neil Harris
C/O CHEMOMAB THERAPEUTICS LTD.,
1 KENDALL SQ, BLDG 1400E, STE 14-105
CAMBRIDGE, MA 02139 |
X |
|
|
|
Signatures
|
/s/ Neil Cohen |
|
11/18/2022 |
**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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