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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Novocure Ltd [ NVCR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/06/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/06/2016 | M | 8,349 | A | $3.59 | 87,080(5) | D | |||
| Ordinary Shares | 05/06/2016 | F | 2,381(2) | D | $12.59 | 84,699 | D | |||
| Ordinary Shares | 05/06/2016 | M | 845,091 | A | $3.59 | 21,619,678 | I | WFD Ventures Fund II, L.P.(1) | ||
| Ordinary Shares | 05/06/2016 | F | 240,976(3) | D | $12.59 | 21,378,702 | I | WFD Ventures Fund II, L.P.(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant | $3.59 | 05/06/2016 | M | 8,349 | (4) | 05/08/2016 | Ordinary Shares | 8,349 | $0.00 | 0 | D | ||||
| Warrant | $3.59 | 05/06/2016 | M | 845,091 | (4) | 05/08/2016 | Ordinary Shares | 845,091 | $0.00 | 0 | I | WFD Ventures Fund II, L.P.(1) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Mr. Doyle is a managing director of WFD Ventures LLC, the sole member of WFD-GP II, LLC, which is the general partner of WFD Ventures Fund II, L.P. Mr. Doyle possesses sole voting and investment power over shares owned by WFD Ventures Fund II, L.P. (subject to certain rights of the advisory board of WFD Ventures Fund II, L.P. to approve sales of any of the shares owned by WFD Ventures Fund II, L.P.). |
| 2. Reflects 2,381 shares withheld by the issuer at the market price of $12.59 per share less an exercise price of $3.59 per share to fund the cashless exercise of 8,349 warrants to purchase ordinary shares owned by Mr. Doyle. |
| 3. Reflects 240,976 shares withheld by the issuer at the market price of $12.59 per share less an exercise price of $3.59 per share to fund the cashless exercise of 845,091 warrants to purchase ordinary shares indirectly owned by Mr. Doyle. |
| 4. Exercisable at any time through May 8, 2016. |
| 5. Includes 78,731 shares previously owned by Mr. Doyle. |
| Remarks: |
| The transactions reported in the above Table 1 Rows 1 and 2; and Rows 3 and 4 reflect the cashless exercise of warrants. The cashless exercise of the warrants is reported in two lines. The first line of the cashless exercise transaction is coded M in Column 3 of Table 1 and reports in Column 4 the number of shares issuable upon exercise of the warrants had cash been paid to exercise the warrants, together with the exercise price with code A for acquired. The line coded F in Column 3 of Table 1 relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such warrants with code D for disposal. Where the number of shares deducted for the cashless exercise is a fraction, the number has been rounded down to the nearest whole number of shares. The number of shares on a net basis is actually owned by the Reporting Person after the cashless exercise. All transactions are exempt from Section 16(b) by reason of Rule 16b-3. The transactions reported in Table II above reflect the disposition of the same warrants whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in Column 9 of Table II above includes only warrants with the same exercise price and expiration date. This Form 4 is filed for William F. Doyle and WFD Ventures Fund II, L.P. |
| By: /s/ Todd Longsworth, Attorney in fact for William F. Doyle | 05/10/2016 | |
| By: /s/ Todd Longsworth, Attorney in fact for WFD Ventures Fund II, L.P. | 05/10/2016 | |
| ** 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. | ||