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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ReWalk Robotics Ltd. [ RWLK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/04/2017 | ||||||||||||||||||||||||||
| 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, par value NIS 0.01 per share | 10/05/2017 | A | 13,401(1) | A | $0 | 26,966 | I | ESOP | ||
| 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 | ||||||||
| Option (Right to buy) | $20.77 | 10/04/2017 | D | 5,657 | (2) | 12/15/2024 | Ordinary Shares | 5,657 | (2) | 0 | D | ||||
| Option (Right to buy) | $8 | 10/04/2017 | D | 25,000 | (3) | 09/25/2025 | Ordinary Shares | 25,000 | (3) | 0 | D | ||||
| Option (Right to buy) | $9.44 | 10/04/2017 | D | 17,950 | (4) | 05/18/2026 | Ordinary Shares, par value NIS 0.01 per share | 17,950 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents 13,401 Ordinary Shares issuable upon the vesting of restricted stock units ("RSUs") granted under the ReWalk Robotics Ltd. Incentive Compensation Plan (the "2014 Plan") on October 5, 2017 as part of the equity exchange program, which commenced on September 6, 2017 and expired on October 4, 2017. The RSUs vest in three equal annual installments starting on the first anniversary of the date of grant, and may only be settled in Ordinary Shares. |
| 2. Represents stock options granted under the 2014 Plan on December 15, 2014. The options were cancelled on October 4, 2017 as part of the equity exchange program and were replaced with RSUs. The cancelled options become vested and exercisable in 12 equal quarterly installments starting on the first anniversary of the date of grant. |
| 3. Represents stock options granted under the 2014 Plan on September 25, 2015. The options were cancelled on October 4, 2017 as part of the equity exchange program and were replaced with RSUs. The cancelled options become vested and exercisable in 12 equal quarterly installments starting on the first anniversary of the date of grant. |
| 4. Represents stock options granted under the 2014 Plan on May 18, 2016. The options were cancelled on October 4, 2017 as part of the equity exchange program and were replaced with RSUs. One fourth of the cancelled options become vested and exercisable on the first anniversary of the date of the grant, with the remaining options vesting in twelve equal quarterly installments thereafter. |
| Remarks: |
| /s/ Kevin Hershberger as attorney-in-fact | 10/06/2017 | |
| ** 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. | ||