Lieberman Gerald M bought $17,006 worth of Ordinary Shares (23,952 units at $0.71), increasing direct ownership by 12% to 226,961 units (SEC Form 4)
$ENTX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Entera Bio Ltd. [ ENTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/22/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Ordinary Shares, par value NIS 0.0000769 per share | 12/22/2023 | P | 23,952 | A | $0.71(1) | 226,961(2) | D | |||
| Ordinary Shares, par value NIS 0.0000769 per share | 6,200 | I | By Trust(3) | |||||||
| Ordinary Shares, par value NIS 0.0000769 per share | 6,200 | I | By Trust(4) | |||||||
| Ordinary Shares, par value NIS 0.0000769 per share | 6,200 | I | By Trust(5) | |||||||
| Ordinary Shares, par value NIS 0.0000769 per share | 6,200 | I | By Trust(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 (right to buy) | $1(1) | 12/22/2023 | P | 23,952 | 12/22/2023 | 12/22/2028 | Ordinary Shares, par value NIS 0.0000769 per share | 23,952 | $0.125(1) | 23,952 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person entered into a Securities Purchase Agreement with the Issuer on December 20, 2023, pursuant to which, on December 22, 2023, the Reporting Person acquired an aggregate of 23,952 units for a purchase price of $0.835 per unit, each unit consisting of one share of the Issuer's ordinary shares, par value NIS 0.0000769 per share ("Ordinary Shares"), and one warrant, exercisable to purchase an Ordinary Share at an exercise price of $1.00 per share. The purchase price for each unit included $0.125 for the warrant in accordance with Nasdaq rules. |
| 2. The Reporting Person's aggregate amount of Ordinary Shares in the Reporting Person's previous filings was inadvertently overstated by 11,200 shares. The aggregate amount has been properly adjusted in this Form 4. |
| 3. These shares are owned by a Trust of which the Reporting Person's grandchild is the beneficiary, and the Reporting Person's spouse is the Trustee. The Reporting Person disclaims beneficial ownership of the securities held by this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 4. These shares are owned by a Trust of which the Reporting Person's grandchild is the beneficiary, and the Reporting Person's spouse is the Trustee. The Reporting Person disclaims beneficial ownership of the securities held by this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 5. These shares are owned by a Trust of which the Reporting Person's grandchild is the beneficiary, and the Reporting Person's spouse is the Trustee. The Reporting Person disclaims beneficial ownership of the securities held by this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 6. These shares are owned by a Trust of which the Reporting Person's grandchild is the beneficiary, and the Reporting Person's spouse is the Trustee. The Reporting Person disclaims beneficial ownership of the securities held by this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| /s/ Dana Yaacov-Garbeli, Attorney-in-fact | 12/27/2023 | |
| ** 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 Number. | ||