| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chemomab Therapeutics Ltd. [ CMMB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/14/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| American Depositary Shares(1)(2) | 1,200 | D | ||||||||
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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 | ||||||||
| Option to Purchase American Depositary Shares(1)(2) | $1.7 | 06/14/2023 | A | 20,572 | (3) | 06/14/2033 | American Depositary Shares(2) | 20,572 | $0 | 20,572 | D | ||||
| Option to Purchase American Depositary Shares(1)(2) | $1.62 | 03/16/2023 | A | 6,857 | (4) | 03/21/2033 | American Depositary Shares(2) | 6,857 | $0 | 6,857 | D | ||||
| Option to Purchase American Depositary Shares(1)(2) | $3.53 | 03/07/2022 | A | 6,820 | (5) | 03/07/2032 | American Depositary Shares(2) | 6,820 | $0 | 6,820 | D | ||||
| Option to Purchase American Depositary Shares(1)(2) | $27.26 | 04/19/2021 | A | 11,884 | (6) | 04/19/2031 | American Depositary Shares(2) | 11,884 | $0 | 11,884 | D | ||||
| Option to Purchase American Depositary Shares(1)(2) | $0.8 | 10/28/2016 | A | 10,123 | (7) | 10/27/2017 | American Depositary Shares(2) | 10,123 | $0 | 10,123 | D | ||||
| Explanation of Responses: |
| 1. No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only. |
| 2. Each American Depositary Share (ADS) represents twenty (20) ordinary shares, no par value, of the Issuer. |
| 3. These options vest and become exercisable in equal monthly installments over a 36 month period, subject to the Reporting Person's continued service. |
| 4. These options were granted as per the annual grant of options to directors. These options vest and become exercisable in their entirety on March 16, 2024, subject to the Reporting Person's continued service. |
| 5. These options vested and became exercisable in their entirety on March 16, 2023. These options were granted as per the annual grant of options to directors. |
| 6. These options vest and become exercisable in equal monthly installments over a 36 month period commencing on March 16, 2021, subject to the Reporting Person's continued service. |
| 7. The options reported in this row have all vested and are exercisable as of the date hereof, subject to the Reporting Person's continued service. |
| /s/ Matthew Rudolph, Esq., Attorney-in-Fact for Nissim Darvish | 07/05/2023 | |
| ** 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. | ||