Gal Avner Form 4 Integrity Applications / Avner Gal 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

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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^*

Gal Avner

(Last) (First) (Middle)

C/O INTEGRITY APPLICATIONS, INC.

102 HA'AVODA STREET, P.O. BOX 432

(Street)

ASHKELON L3 7810301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Integrity Applications, Inc. [ IGAP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015

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
Common Stock, par value $0.001 per share(1)	03/11/2015		J(1)		136,162	D	$0(1)	273,989	I	By ESOP Management and Trust Co. FBO the Reporting Person

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

Explanation of Responses:

1. Transferred by the Reporting Person to Y.H. Dimri Holdings (2001) Ltd. ("Dimri") pursuant to an arbitration decision dated March 11, 2015 (the "Decision"). Pursuant to the Decision, the Reporting Person and certain other stockholders of the Issuer (together with the Reporting Person, the "Founders"), among other things, were ordered to transfer to Dimri, no later than 14 days after the date of the Decision, an aggregate of 440,652 shares of the Issuer's common stock so that after such transfer, Dimri will beneficially own 14.39% of the Issuer's outstanding capital stock. The Reporting Person is required to transfer 136,162 of such 440,652 shares. If the share transfers described above are not timely made in accordance with the Decision, then the Founders must, within 30 days from the date of the Decision, transfer to Dimri additional shares of the Issuer's outstanding common stock so that Dimiri will beneficially own 18.0% of the Issuer's outstanding share capital.

	/s/ Avner Gal	03/13/2015
	** 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).
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