FORM 4
[ ] 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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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 *

Bronfeld Zeev
2. Issuer Name and Ticker or Trading Symbol

Protalix BioTherapeutics, Inc. [ PLX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O PROTALIX BIOTHERAPEUTICS, INC., 2 SNUNIT STREET SCIENCE PARK, POB 455
3. Date of Earliest Transaction (MM/DD/YYYY)

9/16/2014
(Street)

CARMIEL, L3 20100
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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   9/16/2014     J (1)    8556371   D   (2) 1509948   (3) I   By Trust   (4)
Common Stock   9/16/2014     J (5)    1838109   A   (6) 1838109   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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)  Biocell Ltd. distributed 8,554,988 shares of common stock of Protalix BioTherapeutics, Inc., in a dividend to its shareholders on a pro rata basis based on their respective percentage interests in Biocell Ltd. Biocell Ltd. is an Israeli public company traded on the Tel Aviv Stock Exchange Ltd.
( 2)  The shares were transferred to the Biocell Ltd. shareholders on a pro rata basis based on their respective percentage interests in Biocell Ltd. No consideration was paid in connection with the transfer.
( 3)  All shares of Protalix BioTherapeutics, Inc. common stock are held by Biocell Ltd. Mr. Bronfeld disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
( 4)  Substantially all of the shares of Protalix BioTherapeutics, Inc. common stock held by Biocell Ltd. following the dividend reported in this Form 4 are held in a trust for the benefit of Biocell Ltd.
( 5)  The reporting person, a shareholder of Biocell Ltd., received shares of Protalix BioTherapeutics, Inc. common stock pursuant to the dividend made by Biocell Ltd. described in this Form 4. The shares received are limited to the reporting person's percentage interest in Biocell Ltd. The reporting person continues to hold such shares.
( 6)  No consideration was paid in connection with the transfer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bronfeld Zeev
C/O PROTALIX BIOTHERAPEUTICS, INC.
2 SNUNIT STREET SCIENCE PARK, POB 455
CARMIEL, L3 20100
X



Signatures
/s/ Zeev Bronfeld 9/18/2014
** 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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