Statement of Changes in Beneficial Ownership (4)
25 January 2023 - 02:22AM
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 * aMoon Growth Fund
Limited Partnership |
2. Issuer Name and Ticker or Trading
Symbol Old Ayala, Inc [ AYLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
34 YERUSHALAIM ROAD, BEIT GAMLA, 6TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/19/2023
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(Street)
RAANANA, L3 4350110
(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) ___
Form filed by One Reporting Person
_ X _ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Common Stock |
1/19/2023 |
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D |
|
2991473 |
D |
(1) |
0 |
D (2) |
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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) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Explanation of
Responses: |
(1) |
This Form 4 reports
securities disposed of pursuant to the terms of that certain
Agreement and Plan of Merger, dated October 18, 2022, by and among
Ayala Pharmaceuticals, Inc. ("Ayala"), Advaxis, Inc. ("Advaxis"),
and DOE Merger Sub, Inc., a wholly owned subsidiary of Advaxis (the
"Merger Agreement"). The acquisition is more fully described in
Ayala's definitive proxy statement filed with the Securities and
Exchange Commission on December 12, 2022. In accordance with the
terms of the Merger Agreement, upon the consummation of the merger
on January 19, 2023, each share of Ayala's common stock was
cancelled and converted into the right to receive shares of Advaxis
common stock based on the exchange ratio set forth
therein. |
(2) |
The reported shares were
held of record by aMoon Growth Fund Limited Partnership ("aMoon
Growth Fund"). aMoon Growth Fund G.P. Limited Partnership ("aMoon
Growth Fund G.P.") is the sole General Partner of aMoon Growth Fund
and aMoon General Partner Ltd. ("aMoon General Partner") is the
sole General Partner of aMoon Growth Fund G.P. Dr. Yair Schindel is
the sole shareholder of aMoon General Partner. By virtue of such
relationships, aMoon Growth Fund G.P., aMoon General Partner and
Dr. Schindel may have been deemed to have shared voting and
investment power with respect to the shares held of record by aMoon
Growth Fund. Each of aMoon Growth Fund G.P., aMoon General Partner
and Dr. Schindel disclaims beneficial ownership of the shares held
by aMoon Growth Fund except to the extent of its or his pecuniary
interest therein, if any. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
aMoon Growth Fund Limited Partnership
34 YERUSHALAIM ROAD
BEIT GAMLA, 6TH FLOOR
RAANANA, L3 4350110 |
|
X |
|
|
Schindel Yair Chaim
34 YERUSHALAIM ROAD
BEIT GAMLA, 6TH FLOOR
RAANANA, L3 4350110 |
|
|
|
shareholder of 10% holder |
Signatures
|
/s/ Yair Schindel, the sole shareholder of aMoon
General Partner Ltd., the sole General Partner of aMoon Growth Fund
G.P. Limited Partnership, the sole General Partner of aMoon Growth
Fund, Limited Partnership |
|
1/24/2023 |
**Signature of
Reporting Person |
Date |
/s/ Yair Schindel |
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1/24/2023 |
**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). |
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 control number. |
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