Notable Labs (NTBLQ) Form 4 Change in insider ownership

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^*

FR Capital Holdings, L.P.

(Last) (First) (Middle)

2400 MARKET STREET,

SUITE 237

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Notable Labs, Ltd. [ NTBL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2023

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
Ordinary Shares, par value NIS 0.35 each(1)	12/28/2023		S		21,500	D	$2.0068(2)	936,489	I	See Footnote(1)
Ordinary Shares, par value NIS 0.35 each(1)	12/29/2023		S		6,000	D	$1.8316(3)	930,489	I	See Footnote(1)

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. FR Capital Holdings, L.P. (the "Reporting Person") is the investment manager to First Round Capital V, LP, a Delaware limited partnership ("FRCV"), and First Round Capital VIII-F, LP, a Delaware limited partnership ("FRCVIIIF"). Josh Kopelman and William Trenchard are the managing members of the Reporting Person. As of January 2, 2024, FRCV held 381,971 ordinary shares, par value NIS 0.35 each ("Ordinary Shares") of Notable Labs, Ltd. and FRCVIIIF held 549,985 Ordinary Shares. The Reporting Person's and Messrs. Kopelman and Trenchard's beneficial ownership is limited to their pecuniary interest, if any, in such securities.

2. On December 28, 2023, FRCV sold 7,977 Ordinary Shares and FRCVIIIF sold 13,523 Ordinary shares, each at a weighted average price of $2.0068 per share. These shares were sold in multiple transactions at prices ranging from $1.92 to $2.06, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. On December 29, 2023, FRCV sold 2,224 Ordinary Shares and FRCVIIIF sold 3,776 Ordinary shares, each at a weighted average price of $1.8316 per share. These shares were sold in multiple transactions at prices ranging from $1.82 to $1.8601, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Jeffrey Donnon, Chief Financial Officer of FR Capital Holdings, L.P.	01/02/2024
	** 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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