Statement of Changes in Beneficial Ownership (4)
04 September 2013 - 6:35AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
NOVIK SHAI A
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2. Issuer Name
and
Ticker or Trading Symbol
PROLOR Biotech, Inc.
[
PBTH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President
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(Last)
(First)
(Middle)
7 GOLDA MEIR STREET,, WEIZMANN SCIENCE PARK
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/29/2013
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(Street)
NES-ZIONA, L3 74140
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/29/2013
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D
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100000
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$0.88
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8/29/2013
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D
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315693
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(2)
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12/14/2015
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Common Stock
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315693
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(2)
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0
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D
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Stock Option (right to buy)
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$0.88
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8/29/2013
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D
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145048
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(3)
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12/14/2016
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Common Stock
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145048
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(3)
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0
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D
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Stock Option (right to buy)
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$2.00
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8/29/2013
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D
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200000
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(4)
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5/9/2017
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Common Stock
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200000
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(4)
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0
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D
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Stock Option (right to buy)
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$0.90
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8/29/2013
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D
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900000
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(5)
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3/1/2018
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Common Stock
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900000
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(5)
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0
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D
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Stock Option (right to buy)
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$0.65
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8/29/2013
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D
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100000
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(6)
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2/1/2019
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Common Stock
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100000
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(6)
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0
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D
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Stock Option (right to buy)
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$2.40
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8/29/2013
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D
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200000
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(7)
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1/10/2020
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Common Stock
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200000
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(7)
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0
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D
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Stock Option (right to buy)
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$6.47
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8/29/2013
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D
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200000
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(8)
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12/31/2020
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Common Stock
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200000
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(8)
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0
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D
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Stock Option (right to buy)
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$4.74
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8/29/2013
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D
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400000
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(9)
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2/4/2023
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Common Stock
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400000
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(9)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to an Agreement and Plan of Merger, dated as of April 23, 2013 (the "Merger Agreement"), by and among the Issuer, OPKO Health, Inc. ("OPKO") and POM Acquisition, Inc. ("POM"), a wholly-owned subsidiary of OPKO formed for the purpose of facilitating the merger of POM with and into the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.00001 per share, of the Issuer was cancelled and converted into the right to receive 0.9951 of a share of common stock, par value $0.01 per share, of OPKO ("OPKO Common Stock"). The OPKO Common Stock has a market value of $8.49 per share (based on the closing price per share of OPKO Common Stock on August 29, 2013, the effective date of the Merger).
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(
2)
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Pursuant to the Merger Agreement, this option, which was issued on December 14, 2005 and was fully vested upon issuance, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 314,146 shares of OPKO Common Stock at an exercise price of $0.89 per share.
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(
3)
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Pursuant to the Merger Agreement, this option, which was issued on December 14, 2006 and was fully vested upon issuance, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 144,337 shares of OPKO Common Stock at an exercise price of $0.89 per share.
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(
4)
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Pursuant to the Merger Agreement, this option, which vested in 3 equal annual installments beginning on May 9, 2008, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $2.01 per share.
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(
5)
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Pursuant to the Merger Agreement, this option, which vested in 4 equal annual installments beginning on March 1, 2009, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 895,590 shares of OPKO Common Stock at an exercise price of $0.91 per share.
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(
6)
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Pursuant to the Merger Agreement, this option, which vested in 3 equal annual installments beginning on February 4, 2010, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 99,510 shares of OPKO Common Stock at an exercise price of $0.66 per share.
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(
7)
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Pursuant to the Merger Agreement, this option, which provided for vesting in 4 equal annual installments beginning on January 11, 2011, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $2.42 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable.
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(
8)
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Pursuant to the Merger Agreement, this option, which provided for vesting in 4 equal annual installments beginning on December 31, 2011, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $6.51 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable.
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(
9)
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Pursuant to the Merger Agreement, this option, which provided for vesting in 12 equal monthly installments beginning on March 4, 2013, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 398,040 shares of OPKO Common Stock at an exercise price of $4.77 per share. The reporting person waived the right to the acceleration of the vesting of these options at the effective time of the Merger pursuant to the stock option agreement governing this option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NOVIK SHAI A
7 GOLDA MEIR STREET,
WEIZMANN SCIENCE PARK
NES-ZIONA, L3 74140
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X
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President
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Signatures
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/s/ Shai A. Novik
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9/3/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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