SEC Form 3 filed by new insider Levine Zurit
$CGEN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
COMPUGEN LTD [ CGEN ] | |||||||||||||||
| 3a. Foreign Trading Symbol
[CGEN] | 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 29,375(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Share Option (right to buy) | (2) | 08/01/2026 | Ordinary Shares | 42,000 | $6.65 | D | |
| Share Option (right to buy) | (2) | 08/30/2027 | Ordinary Shares | 31,000 | $2.85 | D | |
| Share Option (right to buy) | (2) | 07/31/2028 | Ordinary Shares | 42,000 | $3.15 | D | |
| Share Option (right to buy) | (2) | 03/19/2029 | Ordinary Shares | 40,000 | $3.8 | D | |
| Share Option (right to buy) | (2) | 08/01/2029 | Ordinary Shares | 40,000 | $3.24 | D | |
| Share Option (right to buy) | (2) | 07/29/2030 | Ordinary Shares | 45,000 | $14.4 | D | |
| Share Option (right to buy) | (2) | 07/27/2031 | Ordinary Shares | 50,000 | $6.45 | D | |
| Share Option (right to buy) | (3) | 03/24/2032 | Ordinary Shares | 60,000 | $3.24 | D | |
| Share Option (right to buy) | (4) | 11/09/2032 | Ordinary Shares | 28,000 | $0.8292 | D | |
| Share Option (right to buy) | (5) | 08/03/2033 | Ordinary Shares | 60,000 | $1.15 | D | |
| Share Option (right to buy) | (6) | 07/31/2034 | Ordinary Shares | 42,250 | $1.69 | D | |
| Share Option (right to buy) | (7) | 08/05/2035 | Ordinary Shares | 24,000 | $1.46 | D | |
| Explanation of Responses: |
| 1. Includes 25,821 restricted stock units ("RSUs"). 7,821 RSUs vest in 11 equal quarterly installments commencing on March 31, 2026; and 18,000 RSUs vest 25% on September 30, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. |
| 2. Fully vested. |
| 3. This option vested 25% on March 31, 2023 and the remainder vested or vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. |
| 4. This option vested 25% on December 31, 2023 and the remainder vested or vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. |
| 5. This option vested 25% on September 30, 2024 and the remainder vested or vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. |
| 6. This option vested 25% on September 30, 2025 and the remainder vested or vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. |
| 7. This option vests 25% on September 30, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. |
| /s/ Zurit Levine | 03/18/2026 | |
| ** 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 5 (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. | ||
| * Form 3: SEC 1473 (03-26) | ||