Statement of Changes in Beneficial Ownership (4)
27 März 2020 - 9:04PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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Chimovits Erez |
2. Issuer Name and Ticker or Trading Symbol
BiomX Inc.
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PHGE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BIOMX LTD., 7 PINHAS SAPIR ST., FLOOR 2 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/25/2020 |
(Street)
NESS ZIONA, L3 7414002
(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, $0.0001 par value | | | | | | | | 2313489 | I | See Footnote (1)(2) |
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 |
Common Stock Options - Right to Buy | $6.21 | 3/25/2020 | | A | | 16000 | | (3) | 3/25/2030 | Common Stock | 16000 | $0 | 16000 | D | |
Explanation of Responses: |
(1) | OrbiMed Israel Partners Limited Partnership ("OIP LP") is the direct owner of 1,672,150 of these shares of common stock and OrbiMed Israel Incubator Limited Partnership ("OII LP") is the direct owner of 641,339 of these shares of common stock. OrbiMed Israel GP Ltd. ("OrbiMed Israel") is the general partner of OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund"), which is the general partner of each of OIP LP and OII LP. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power over the securities held by OIP LP and OII LP noted above and, as a result, may be deemed to have beneficial ownership over such securities. |
(2) | Mr. Chimovits is an employee of OrbiMed Israel, which is the general partner of OrbiMed BioFund, which is the general partner of each of OIP LP and OII LP. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power with respect to the securities held by OIP LP and OII LP noted above and, as a result may be deemed to have beneficial ownership over such securities. Mr. Chimovits disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Mr. Chimovits is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
(3) | The options vest and become exercisable over four years, with 25% of the shares subject to the option vesting on March 25, 2021, and the remainder vesting in 12 equal quarterly installments over three years. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chimovits Erez C/O BIOMX LTD. 7 PINHAS SAPIR ST., FLOOR 2 NESS ZIONA, L3 7414002 | X | X |
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Signatures
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/s/ Erez Chimovits | | 3/27/2020 |
**Signature of Reporting Person | Date |
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