|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 | ||||||||
Warrants (1) | $ 1.376 | 12/31/2006 | A | 2,157,302 | 12/31/2006 | 01/31/2007 | Common Stock | 2,157,302 | (4) | 2,157,302 | I | Frost Gamma Investments Trust (3) | |||
Stock Options (Right to Buy) (1) | $ 16.7 | 12/31/2006 | A | 1,937,708 | (5) | 12/31/2016 | Common Stock | 1,937,708 | (5) | 1,937,708 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FROST PHILLIP MD ET AL 4400 BISCAYNE BLVD MIAMI, FL 33137-3227 |
X | X | ||
Frost Gamma Investment Trust 4400 BISCAYNE BOULEVARD 15TH FLOOR MIAMI, FL 33137 |
X |
/s/ Phillip Frost, M.D. | 01/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Phillip Frost, M.D. as Trustee | 01/12/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The share amounts reflect the Reporting Person's holdings after a 1:10 reverse stock split, which was effective in December 2006. |
(2) | Received in exchange for 119,999 ordinary shares of Protalix Ltd. in connection with the merger of Protalix Acquisition Co. Ltd., a wholly-owned subsidiary of the Company, with and into Protalix Lt.d and the resulting acquisition of Protalix Ltd. by the Company. |
(3) | These securities are held by Frost Gamma Investments Trust, of which the reporting person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is the sole limited partner of Frost Gamma, L.P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation. |
(4) | Received in exchange for warrants to purchase 32,111 ordinary shares of Protalix Ltd. in connection with the merger of Protalix Acquisition Co. Ltd., a wholly-owned subsidiary of the Company, with and into Protalix Lt.d and the resulting acquisition of Protalix Ltd. by the Company. |
(5) | 20% of such options vest sixth months after the Company's Common Stock begins trading on the American Stock Exchange, and an additional 20% of such options vest on the first day of each six month period thereafter such that all options shall be fully vested on the 30th month after the Company's Common Stock begins trading on the American Stock Exchange. |