| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2019 | 3. Issuer Name and Ticker or Trading Symbol Anchiano Therapeutics Ltd. [ ANCN ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 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) |
| Ordinary Shares, no par value per share(1) | 5,034,150 | I | See Footnote(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Warrants (right to buy) | (3) | 06/29/2023 | Ordinary Shares | 3,834,396 | 1.932 | I | See Footnote(2) |
| Explanation of Responses: |
| 1. The ordinary shares, no par value (the "Ordinary Shares"), of Anchiano Therapeutics Ltd. (the "Issuer") are held as American Depository Shares ("ADSs"), with each ADS representing five Ordinary Shares. |
| 2. Gabriel Capital Management Ltd. (the "Reporting Person") is the management company to Shavit Capital Fund III (US), L.P. ("Shavit III") and certain other affiliated funds (collectively with Shavit III, the "Shavit Funds"). Gabriel Leibler ("Mr. Leibler") is the sole shareholder of the sole shareholder of the Reporting Person. As of the filing date of this Form 3: Shavit III held 611,261 ADSs, representing 3,056,305 Ordinary Shares, and warrants exercisable for up to 2,314,286 Ordinary Shares; and the other Shavit Funds held in the aggregate 395,569 ADSs, representing 1,977,845 Ordinary Shares, and warrants exercisable for up to 1,520,110 Ordinary Shares. Pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, each of the Reporting Person's, each Shavit Fund's and Mr. Leibler's beneficial ownership is limited to its pecuniary interest, if any, in such securities. |
| 3. The warrants are currently exercisable. |
| Remarks: |
| As of June 30, 2019, the Issuer no longer qualifies as a foreign private issuer. The Reporting Person is filing this Form 3 on or before January 1, 2020, in accordance with the published guidance of the Securities and Exchange Commission. See SEC Division of Corporation Finance, Compliance and Disclosure Interpretations, Exchange Act Section 16 and Related Rules and Forms, Interp. 101.02 (Aug. 11, 2010). |
| /s/ Gabriel Leibler, Sole Director and Shareholder of Gabriel Capital Management Ltd. | 12/31/2019 | |
| ** 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. | ||
| 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. | ||
