NovoCure Limited (NVCR) Form 4 NovoCure / Asaf Danziger 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^*

Danziger Asaf

(Last) (First) (Middle)

C/O NOVOCURE INC.

1550 LIBERTY RIDGE DRIVE, SUITE 115

(Street)

WAYNE PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NovoCure Ltd [ NVCR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2023

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	01/05/2023		M		25,000(1)	A	$11.46	38,583	D
Ordinary Shares	01/05/2023		S		8,369	D	$111.2338(2)	30,214	D
Ordinary Shares	01/05/2023		S		2,000	D	$112.8632(3)	28,214	D
Ordinary Shares	01/05/2023		S		4,568	D	$114.3524(4)	23,646	D
Ordinary Shares	01/05/2023		S		3,702	D	$115.2113(5)	19,944	D
Ordinary Shares	01/05/2023		S		1,395	D	$116.0618(6)	18,549	D
Ordinary Shares	01/05/2023		S		999	D	$117.0111(7)	17,550	D
Ordinary Shares	01/05/2023		S		2,123	D	$118.4714(8)	15,427	D
Ordinary Shares	01/05/2023		S		1,344	D	$119.3493(9)	14,083	D
Ordinary Shares	01/05/2023		S		500	D	$119.987(10)	13,583	D
Ordinary Shares	01/05/2023		M		187,500(1)	A	$7.15	201,083	D
Ordinary Shares	01/05/2023		S		187,500(1)	D	$108	13,583	D
Ordinary Shares	01/06/2023		A	V	39	A	$62.305(11)	13,622	D

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
Options to Buy Ordinary Shares	$11.46	01/05/2023		M			25,000(1)	(12)	02/24/2026	Ordinary Shares	25,000	$0	0	D
Options to Buy Ordinary Shares	$7.15	01/05/2023		M			187,500(1)	(12)	02/22/2027	Ordinary Shares	187,500	$0	0	D

Explanation of Responses:

1. Transaction was made pursuant to a Rule 10b-5-1 trading plan adopted by Mr. Danziger.

2. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 8,369 shares in multiple trades at prices ranging from $111.00 to $111.97. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

3. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 2,000 shares in multiple trades at prices ranging from $112.29 to $113.26. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

4. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 4,568 shares in multiple trades at prices ranging from $113.76 to $114.75. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

5. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 3,702 shares in multiple trades at prices ranging from $114.79 to $115.78. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

6. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 1,395 shares in multiple trades at prices ranging from $115.79 to $116.45. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

7. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 999 shares in multiple trades at prices ranging from $116.85 to $117.82. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

8. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 2,123 shares in multiple trades at prices ranging from $117.91 to $118.90. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

9. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 1,344 shares in multiple trades at prices ranging from $118.95 to $119.84. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

10. On January 5, 2023, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Danziger, Mr. Danziger sold 500 shares in multiple trades at prices ranging from $119.98 to $120.00. The price reported above reflects the weighted average sale price. Mr. Danziger hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.

11. In accordance with the issuer's Employee Share Purchase Plan, these shares were purchased based on 85% of the closing price of the issuer's ordinary shares on July 1, 2022.

12. Fully vested as of the date hereof.

Remarks:

	By: /s/ Steven Robbins, Attorney in Fact for Asaf Danziger	01/09/2023
	** 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 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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