on Track Innovations (OTIVF) Form 4 ON TRACK INNOVATIONS / Assaf Cohen ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cohen Assaf

(Last) (First) (Middle)

HATNUFA 5, YOKNEAM INDUSTRIAL ZONE

BOX 372

(Street)

YOKNEAM L3 2069200

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ON TRACK INNOVATIONS LTD [ OTIVF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Ordinary Shares(1)	12/02/2021		A		400,000	A	(1)	400,000(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Option (right to buy)(3)	$1.21	12/02/2021		D			15,000	(3)	(3)	Ordinary Shares	15,000	$0	0	D
Stock Option (right to buy)(3)	$0.84	12/02/2021		D			20,000	(3)	(3)	Ordinary Shares	20,000	$0	0	D
Stock Option (right to buy)(3)	$0.38	12/02/2021		D			100,000	(3)	(3)	Ordinary Shares	100,000	$0	0	D
Stock Option (right to buy)(3)	$0.22	12/02/2021		D			50,000	(3)	(3)	Ordinary Shares	50,000	$0	0	D

Explanation of Responses:

1. Upon vesting of such ordinary shares, as described in Note 2 below, the Reporting Person shall be required to pay the par value of the shares no longer subject to restriction of NIS 0.1.

2. The ordinary shares vest as follows: (i) 50,000 shares will vest in two equal instalments on each of 12/02/2022 and 12/02/2023; and (ii) 350,000 shares will vest in three equal instalments on each of 12/02/2022, 12/02/2023 and 12/02/2024, all subject to the terms and provisions of the Issuer's 2021 equity incentive plan.

3. The options were disposed of to the Issuer according to the Reporting Person's consent to the cancellation thereof in connection with the grant of the ordinary shares listed in Table I.

	/s/ Assaf Cohen	12/06/2021
	** 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 Number.