Notable Labs (NTBLQ) Form 3 Vascular Biogenics / Zvi Shmuel Ben 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^*

Ben Zvi Shmuel

(Last) (First) (Middle)

C/O VASCULAR BIOGENICS LTD.

8 HASATAT ST

(Street)

MODI'IN, L3 7178106

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
Vascular Biogenics Ltd. [ VBLT ]

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

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

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)
Ordinary Shares	60,000	D

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
Stock Option (Right to Buy)	(1)	09/01/2038	Ordinary Shares	30,000	1.78	D
Stock Option (Right to Buy)	(1)	12/17/2038	Ordinary Shares	20,000	1.22	D
Stock Option (Right to Buy)	(2)	12/19/2039	Ordinary Shares	40,000	1.22	D
Stock Option (Right to Buy)	(3)	12/08/2040	Ordinary Shares	45,000	1.22	D
Stock Option (Right to Buy)	(4)	12/07/2041	Ordinary Shares	35,468	2.31	D
Stock Option (Right to Buy)	(5)	01/02/2042	Ordinary Shares	23,645	2.12	D

Explanation of Responses:

1. These options were granted under the Issuer's Employee Share Ownership and Option Plan (2014) (the "2014 Plan") and are fully vested and exercisable.

2. These options were granted on 12/19/2019 under the 2014 Plan, with 25% of the shares underlying these options vesting on December 19, 2020 (the one year anniversary of the grant date), and the remainder vesting quarterly thereafter for three years such that they are vested in full on the four-year anniversary of the grant date.

3. These options were granted on 12/08/2020 under the 2014 Plan, with 25% of the shares underlying these options vesting on December 8, 2021 (the one year anniversary of the grant date), and the remainder vesting quarterly thereafter for three years such that they are vested in full on the four-year anniversary of the grant date.

4. These options were granted on 12/07/21 under the 2014 Plan and vest over two years commencing on the grant date such that 50% vest on the first anniversary of the date of grant and the remainder vest quarterly thereafter for one year such that they are vested in full on the two-year anniversary of the grant date.

5. These options were granted on 01/02/22 under the 2014 Plan and vest over two years commencing on the grant date such that 50% vest on the first anniversary of the date of grant and the remainder vest quarterly thereafter for one year such that they are vested in full on the two-year anniversary of the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Samuel Backenroth, Attorney-in-Fact	01/03/2023
	** 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).
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