Amended Statement of Ownership (sc 13g/a)
February 23 2017 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Protalix
BioTherapeutics, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.001 par value
|
(Title
of Class of Securities)
|
|
74365A101
|
(CUSIP
Number)
|
|
Opaleye
Management Inc., One Boston Place, Suite 2600, Boston, MA 02108, 617-229-5085
|
(Name,
Address and Telephone Number of Person
|
Authorized
to Receive Notices and Communications)
|
|
December
31, 2016
|
(Date
of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*
The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 74365A101
|
13G
|
Page 2 of 6 Pages
|
1.
|
Names
of Reporting Persons.
|
|
Opaleye Management Inc.
|
|
I.R.S. Identification Nos. of above persons
(entities only)
|
|
|
|
20-5648796
|
2.
|
Check
the Appropriate Box If a Member of a Group
(See
Instructions)
|
|
(a)
¨
|
|
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Opaleye
Management Inc.
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0 shares
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
NUMBER OF
|
|
|
SHARES
|
|
1,930,000 shares
|
BENEFICIALLY
|
|
|
OWNED BY EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON WITH
|
|
0 shares
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,930,000 shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
Opaleye
Management Inc. — 1,930,000 shares
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
|
|
|
|
Opaleye
Management Inc. – 1.56%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
Opaleye
Management Inc. — 00 (Limited Liability Company)
|
CUSIP No. 74365A101
|
13G
|
Page 3 of 6 Pages
|
1.
|
Names
of Reporting Persons.
|
|
James Silverman
|
|
I.R.S. Identification Nos. of above persons
(entities only)
|
|
|
|
N/A
|
2.
|
Check
the Appropriate Box If a Member of a Group
(See
Instructions)
|
|
(a)
¨
|
|
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
James
Silverman — United States
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0 shares
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
NUMBER OF
|
|
|
SHARES
|
|
2,565,000
shares
|
BENEFICIALLY
|
|
|
OWNED BY EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON WITH
|
|
0 shares
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,565,000
shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
James
Silverman — 2,565,000 shares
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
|
|
|
|
James
Silverman – 2.07%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
James
Silverman — IN
|
CUSIP No. 74365A101
|
13G
|
Page 4 of 6 Pages
|
Item 1.
Protalix BioTherapeutics, Inc.
|
(b)
|
Address
of Issuer's Principal Executive Offices:
|
2 Snunit Street, Science Park, Carmiel, Israel 21000
Item 2.
|
(a)
|
Name of Person Filing:
Opaleye Management Inc.
|
James Silverman
|
(b)
|
Address
of the Principal Office or, if none, residence:
Opaleye
Management Inc.
|
James
Silverman
One
Boston Place
Suite
2600
Boston, MA 02108
Opaleye Management Inc. — Massachusetts
James Silverman
— United States
|
(d)
|
Title
of Class of Securities:
|
Common Stock, $0.001 par value
Item 3. If this statement is filed pursuant to SS.240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
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(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
|
|
|
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(e)
|
¨
|
An investment adviser in accordance with S.240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
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(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with S.240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
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(g)
|
¨
|
A parent holding company or control person in accordance with S. 240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
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(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
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(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
¨
|
Group, in accordance with S.240.13d-1(b)(1)(ii)(J).
|
CUSIP No. 74365A101
|
13G
|
Page 5 of 6 Pages
|
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount
beneficially owned: Opaleye Management Inc. — 1,930,000 shares
|
James Silverman — 2,565,000 shares
|
(b)
|
Percent
of class: Opaleye Management Inc. – 1.56%
|
James Silverman – 2.07%
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
Opaleye Management Inc. — 0 shares
|
|
|
James Silverman — 0 shares
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
Opaleye Management Inc. — 1,930,000 shares
|
|
|
James Silverman — 2,565,000 shares
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
|
Opaleye Management Inc. — 0 shares
|
|
|
James Silverman — 0 shares
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
|
Opaleye Management Inc. — 1,930,000 shares
|
|
|
James Silverman — 2,565,000 shares
|
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following
¨
.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: 02/23/2017
|
OPALEYE MANAGEMENT INC.
|
|
|
By: /s/ James Silverman
|
|
|
James Silverman, President
|
|
|
|
JAMES SILVERMAN
|
|
|
By: /s/ James Silverman
|
|
|
James Silverman, individually
|
CUSIP No. 74365A101
|
13G
|
Page 6 of 6 Pages
|
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated April 21, 2016, is entered
into by and between Opaleye Management Inc., a Massachusetts corporation, and James Silverman, an individual (collectively referred
to herein as (the "Filers") Each of the Filers may be required to file with the U.S. Securities and Exchange Commission
a statement on Schedule 13G with respect to common stock of Protalix BioTherapeutics, Inc. beneficially owned by them from time
to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended,
the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of
such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such
rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice or such lesser period
of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
Dated: 02/23/2017
|
OPALEYE MANAGEMENT INC.
|
|
|
|
|
By: /s/ James Silverman
|
|
|
James Silverman
|
|
|
President
|
|
|
|
JAMES SILVERMAN
|
|
|
|
|
By: /s/ James Silverman
|
|
|
James Silverman, individually
|
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