| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2018 | 3. Issuer Name and Ticker or Trading Symbol Foamix Pharmaceuticals Ltd. [ FOMX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 7,277 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options | (1) | 03/31/2024 | Ordinary Shares | 5,469 | 1.92 | D | |
| Options | (2) | 11/19/2024 | Ordinary Shares | 24,125 | 5.46 | D | |
| Options | (3) | 01/15/2025 | Ordinary Shares | 18,000 | 6.77 | D | |
| Options | (4) | 11/10/2025 | Ordinary Shares | 202,004 | 7.13 | D | |
| Options | (5) | 03/01/2026 | Ordinary Shares | 60,000 | 6.34 | D | |
| Options | (6) | 01/01/2027 | Ordinary Shares | 60,389 | 10.31 | D | |
| Options | (7) | 08/08/2027 | Ordinary Shares | 196,205 | 5.22 | D | |
| Restricted Share Units | (8) | (8) | Ordinary Shares | 2,816 | 0.00 | D | |
| Restricted Share Units | (9) | (9) | Ordinary Shares | 1,407 | 0.00 | D | |
| Restricted Share Units | (10) | (10) | Ordinary Shares | 20,130 | 0.00 | D | |
| Restricted Share Units | (11) | (11) | Ordinary Shares | 49,051 | 0.00 | D | |
| Explanation of Responses: |
| 1. The Options vest over a period of four years from March 31, 2014 (20% on such date and 5% every three months thereafter) and ending March 31, 2018 |
| 2. The Options vest over a period of four years from November 19, 2014 (20% on such date and 5% every three months thereafter) and ending November 19, 2018 |
| 3. The Options vest over a period of four years from January 15, 2015 (25% on the first anniversary of such date and 6.25% every three months thereafter) and ending January 15, 2019 |
| 4. The Options vest over a period of four years from November 10, 2015 (25% on the first anniversary of such date and 6.25% every three months thereafter) and ending November 10, 2019 |
| 5. The Options vest over a period of four years from March 1, 2016 (25% on the first anniversary of such date and 6.25% every three months thereafter) and ending March 1, 2020 |
| 6. The Options vest over a period of four years from January 1, 2017 (25% on the first anniversary of such date and 6.25% every three months thereafter) and ending January 1, 2021 |
| 7. The Options vest over a period of four years from August 8, 2017 (25% on the first anniversary of such date and 6.25% every three months thereafter) ending August 8, 2021 |
| 8. The Restricted Share Units vest in equal installments every three months over the vesting period beginning October 15, 2017 and ending January 15, 2019 |
| 9. The Restricted Share Units vest in equal installments every three months over the vesting period beginning December 1, 2017 and ending March 1, 2020 |
| 10. The Restricted Share Units vest over a period of four years (25% on January 1, 2018 and 6.25% every three months thereafter) ending January 1, 2021 |
| 11. The Restricted Share Units vest over a period of four years (25% on August 8, 2018 and 6.25% every three months thereafter) ending August 8, 2021 |
| Remarks: |
| The Reporting Person is filing this form in connection with the Issuer's transition from a foreign private issuer to a domestic issuer, effective January 1, 2018. |
| /s/ Ilan Hadar | 01/11/2018 | |
| ** 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 5 (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. | ||
