| 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 |
|
|||||||||||||||
 |
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)
|
2. Issuer Name and Ticker or Trading Symbol
ORAMED PHARMACEUTICALS INC. [ ORMP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/23/2015 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||
| Common Stock(1) | 896,364 | I(1) | By Regals Fund LP | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Call Option (Right to Buy)(1) | $10 | 10/23/2015 | P | 1,103 | 10/23/2015 | 05/20/2016 | Common Stock | 110,300 | $1.8907 | 2,906 | I(1) | By Regals Fund LP | |||
| Call Option (Right to Buy)(1) | $10 | 10/27/2015 | P | 1,000 | 10/27/2015 | 05/20/2016 | Common Stock | 100,000 | $1.825 | 3,906 | I(1) | By Regals Fund LP | |||
| Call Option (Right to Buy)(1) | $10 | 10/27/2015 | P | 359 | 10/27/2015 | 05/20/2016 | Common Stock | 35,900 | $1.4 | 4,265 | I(1) | By Regals Fund LP | |||
| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Regals Fund LP (the "Fund"), Regals Capital Management LP ("Regals Management"), and David M. Slager (collectively, the "Reporting Persons"). Mr. Slager is Managing Member of the general partner of Regals Management. Regals Management is the investment manager of the Fund. The securities reported herein are held for the account of the Fund. Accordingly, each of the Reporting Persons may be deemed to be a beneficial owner of the securities owned by the Fund for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). Pursuant to Rule 16a-1(a)(4) under the Act, Regals Management and Mr. Slager disclaim beneficial ownership in the securities owned by the Fund except to the extent, if any, of their pecuniary interest therein. |
| Remarks: |
| /s/ David M. Slager, as Managing Member of Regals Capital Holdings LLC, general partner of Regals Capital Management LP | 10/27/2015 | |
| /s/ David M. Slager, as Managing Member of Regals Fund GP LLC, general partner of Regals Fund, LP | 10/27/2015 | |
| /s/ David M. Slager | 10/27/2015 | |
| ** 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. | ||
Joint Filer Information
|
Title of Security:
|
Common Stock
|
|
Issuer & Ticker Symbol:
|
ORAMED PHARMACEUTICALS INC. [ORMP]
|
|
Designated Filer:
|
Regals Capital Management LP
|
|
Other Joint Filers:
|
Regals Fund LP (the "Fund");
David M. Slager
|
|
Addresses:
|
The address of each of the Fund and Mr. Slager is 152 West 57th Street, 9th Floor, New York, New York 10019.
|
|
Signatures:
|
Dated: October 27, 2015
|
REGALS FUND LP
By: Regals Fund GP LLC, its general partner
|
|
By: /s/ David M. Slager
Name: David M. Slager
Title: Managing Member
|
|
DAVID M. SLAGER
|
|
By: /s/ David M. Slager
Name: David M. Slager
|