Actelis Networks (ASNS) Form 3 ACTELIS NETWORKS / Eyal Aharon ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Aharon Eyal

(Last) (First) (Middle)

47800 WESTINGHOUSE DRIVE

(Street)

FREMONT CA 94539

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2022

3. Issuer Name and Ticker or Trading Symbol
ACTELIS NETWORKS INC [ ASNS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President R&D

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option	(1)	06/30/2025	Common Stock	10,978	0.0644	D
Option	(2)	01/21/2026	Common Stock	1,098	0.0644	D
Option	(3)	06/08/2027	Common Stock	4,093	0.1058	D
Option	(4)	02/08/2028	Common Stock	8,696	0.1058	D
Option	(5)	03/06/2029	Common Stock	10,870	0.1058	D
Option	(6)	05/27/2031	Common Stock	4,348	1.3616	D

Explanation of Responses:

1. This Option grant was vested in full on 06/29/2019.

2. This Option grant was vested in full on 01/20/2020.

3. This Option grant was vested in full on 06/07/2021.

4. This Option grant was vested in full on 02/07/2022.

5. This Option grant is approximately 83% vested as of May 12, 2022, with the remaining 17% of the Option grant vesting at a rate of 226 options per month until December 31, 2022, at which point the Option grant shall be fully vested, subject to Mr. Aharon remaining continuously employed through the final vesting date.

6. This Option grant is approximately 27% vested as of May 12, 2022, with the remaining 73% of the Option grant vesting at a rate of 91 options per month until March 31, 2025, at which point the Option grant shall be fully vested, subject to Mr. Aharon remaining continuously employed through the final vesting date.

	/s/ Eyal Aharon	05/17/2022
	** 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 5 (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.
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