Hambrecht Jurgen SC 13G/A NeuroDerm Ltd.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

SCHEDULE 13G/A

 (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

 TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 1)*

NeuroDerm Ltd.

__________________________________________________________________________________

(Name of Issuer)

Ordinary Shares, Par Value NIS 0.01

__________________________________________________________________________________

(Title of Class of Securities)

M74231 107

________________________________________________________________________________

(CUSIP Number)

December 31, 2015

____________________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

* The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, seethe Notes).

CUSIP No. M74231 107 13G/A Page 2 of 6 Pages

1.	NAMES OF REPORTING PERSONS Jürgen Hambrecht
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)     (a) o (b) o
3.	SEC Use Only
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 927,570
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 927,570
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,570
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.3% (1)
12.	TYPE OF REPORTING PERSON (See Instructions) IN

(1) The percentage ownership shown is based on 21,536,938 Ordinary Shares issued and outstanding as of September 28, 2015 (based on information appearing in the Issuer’s proxy statement, dated October 5, 2015, for its 2015 annual general meeting of shareholders that took place on October 29, 2015, annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on October 6, 2015).

Item 1(a).  Name of Issuer:

The name of the issuer is NeuroDerm Ltd. (the “Issuer”).

Item 1(b).  Address of Issuer’s Principal Executive Offices:

The Issuer’s executive offices are located at Ruhrberg Science Building, 3 Pekeris St., Rehovot 7670212, Israel.

Item 2(a).  Name of Person Filing:

Dr. Jürgen Hambrecht, who is filing this Amendment No. 1 (this “Amendment No. 1”) to the Statement of Beneficial Ownership on Schedule 13G that he filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2015 (the “Statement”), is referred to herein as the “Reporting Person.”

Item 2(b).  Address of Principal Business Office or, if None, Residence:

The principal business office of the Reporting Person is 36 Römerweg, Neustadt, Germany 67434.

Item 2(c).  Citizenship:

The Reporting Person is a citizen of Germany.

Item 2(d).  Title of Class of Securities:

This Amendment No. 1 relates to the ordinary shares, par value New Israeli Shekel (“NIS”) 0.01 per share (“Ordinary Shares”), of the Issuer.

Item 2(e).  CUSIP Number:

The CUSIP number of the Ordinary Shares is M74231 107.

Item 3.       If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	o	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________ Not applicable.

Item 4. Ownership.

                    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 927,570 Ordinary Shares

(b) Percent of class: 4.3%*

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 927,570

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose of or to direct the disposition of:  927,570

(iv) Shared power to dispose of or to direct the disposition of: 0

* The percentage ownership presented in this Amendment No. 1 is based on 21,536,938 Ordinary Shares issued and outstanding as of September 28, 2015 (based on information appearing in the Issuer’s proxy statement, dated October 5, 2015, for its 2015 annual general meeting of shareholders that took place on October 29, 2015, annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on October 6, 2015).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

                    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

                    Not applicable.

Item 8. Identification and Classification of Members of the Group.

                    Not applicable.

Item 9. Notice of Dissolution of Group.

                    Not applicable.

Item 10. Certifications.

                    Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Jürgen Hambrecht

JÜRGEN HAMBRECHT

Dated: February 12, 2016