| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NovoCure Ltd [ NVCR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/21/2020 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/21/2020 | M | 300 | A | $11.46 | 221,167 | D | |||
| Ordinary Shares | 07/21/2020 | S | 300 | D | $65.067(1) | 220,867 | D | |||
| Ordinary Shares | 07/21/2020 | M | 3,021 | A | $21.15 | 223,888 | D | |||
| Ordinary Shares | 07/21/2020 | S | 3,021 | D | $65.062(2) | 220,867 | D | |||
| Ordinary Shares | 07/22/2020 | M | 8,426 | A | $11.46 | 229,293 | D | |||
| Ordinary Shares | 07/22/2020 | S | 400 | D | $65.525(3) | 228,893 | D | |||
| Ordinary Shares | 07/22/2020 | S | 4,228 | D | $66.766(4) | 224,665 | D | |||
| Ordinary Shares | 07/22/2020 | S | 3,798 | D | $67.476(5) | 220,867 | D | |||
| Ordinary Shares | 07/22/2020 | M | 3,774 | A | $11.46 | 224,641 | D | |||
| Ordinary Shares | 07/22/2020 | S | 1,151 | D | $66.498(6) | 223,490 | D | |||
| Ordinary Shares | 07/22/2020 | S | 2,623 | D | $67.278(7) | 220,867 | D | |||
| Ordinary Shares | 07/22/2020 | M | 30,772 | A | $21.15 | 251,639 | D | |||
| Ordinary Shares | 07/22/2020 | S | 1,380 | D | $65.489(8) | 250,259 | D | |||
| Ordinary Shares | 07/22/2020 | S | 12,217 | D | $66.656(9) | 238,042 | D | |||
| Ordinary Shares | 07/22/2020 | S | 17,175 | D | $67.393(10) | 220,867 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 07/21/2020 | M | 300 | (11) | 02/24/2026 | Ordinary Shares | 300 | $0 | 8,426 | D | ||||
| Options to Buy Ordinary Shares | $21.15 | 07/21/2020 | M | 3,021 | (12) | 02/26/2028 | Ordinary Shares | 3,021 | $0 | 98,358 | D | ||||
| Options to Buy Ordinary Shares | $11.46 | 07/22/2020 | M | 8,426 | (11) | 02/24/2026 | Ordinary Shares | 8,426 | $0 | 0 | D | ||||
| Options to Buy Ordinary Shares | $11.46 | 07/22/2020 | M | 3,774 | (11) | 02/24/2026 | Ordinary Shares | 3,774 | $0 | 0 | D | ||||
| Options to Buy Ordinary Shares | $21.15 | 07/22/2020 | M | 30,772 | (13) | 02/26/2028 | Ordinary Shares | 30,772 | $0 | 67,586 | D | ||||
| Explanation of Responses: |
| 1. On July 21, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 300 shares in multiple trades at prices ranging from $65.00 to $65.11. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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. |
| 2. On July 21, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 3,021 shares in multiple trades at prices ranging from $65.00 to $65.31. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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 July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 400 shares in multiple trades at prices ranging from $65.16 to $65.82. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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 July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 4,228 shares in multiple trades at prices ranging from $66.21 to $67.19. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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 July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 3,798 shares in multiple trades at prices ranging from $67.21 to $67.80. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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 July 21, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 1,151 shares in multiple trades at prices ranging from $65.76 to $66.75. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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 July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 2,623 shares in multiple trades at prices ranging from $66.79 to $67.64. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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 July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 1,380 shares in multiple trades at prices ranging from $65.00 to $65.92. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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 July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 12,217 shares in multiple trades at prices ranging from $66.03 to $67.02. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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 July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 17,175 shares in multiple trades at prices ranging from $67.04 to $67.94. The price reported above reflects the weighted average sale price. Mr. Ambrogi 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. Fully vested as of the date hereof. |
| 12. Fully-vested as of the date hereof except for options to purchase 67,586 ordinary shares, which will vest in equal installments on each of 2/26/21 and 2/26/22, subject to the reporting person's continued employment through such dates. |
| 13. Options to purchase 67,586 ordinary shares will vest and become exercisable in equal installments on each of 2/26/21 and 2/26/22, subject to the reporting person's continued employment through such dates. |
| Remarks: |
| By: /s/ Steven Robbins, Attorney in Fact for Michael J. Ambrogi | 07/23/2020 | |
| ** 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). | ||
| 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. | ||
