SEC FORM 4 SEC Form 4
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*
REGALS CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
152 WEST 57TH STREET
9TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ORAMED PHARMACEUTICALS INC. [ ORMP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
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
Warrants (Right to Purchase) $0.6 11/29/2012 P 1,647,722 11/29/2012 11/29/2016 Common Stock 1,647,722 (1) 1,647,722 I See(4)(5)
Warrants (Right to Purchase) $0.5 11/30/2012 H 202,703 11/05/2012 11/05/2017 Common Stock 202,703 (1) 0 I See(4)(5)
Warrants (Right to Purchase) $0.3138 11/30/2012 P 202,703 11/30/2012 11/05/2017 Common Stock 202,703 (1) 202,703 I See(4)(5)
Warrants (Right to Purchase) $0.5 11/29/2012 H 1,351,352 08/28/2012 08/28/2017 Common Stock 1,351,352 (1) 0 I See(4)(5)
Warrants (Right to Purchase) $0.3138 11/29/2012 P 1,351,352 11/29/2012 08/28/2017 Common Stock 1,351,352 (1) 1,351,352 I See(4)(5)
Warrants (Right to Purchase) $0.3138(2) 11/29/2012 H 3,485,500(3) 01/10/2012 01/10/2016 Common Stock 3,485,500(3) (1) 0 I See(4)(5)
Warrants (Right to Purchase) $0.3138 11/29/2012 P 3,485,500(3) 11/29/2012 01/10/2016 Common Stock 3,485,500 (1) 3,485,500 I See(4)(5)
1. Name and Address of Reporting Person*
REGALS CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
152 WEST 57TH STREET
9TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Regals Fund LP

(Last) (First) (Middle)
152 WEST 57TH STREET, 9TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Slager David Mark

(Last) (First) (Middle)
152 WEST 57TH STREET, 9TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. On November 29, 2012, the Regals Fund LP, a Delaware limited partnership (the "Fund"), and the issuer amended the terms of the warrants previously issued by the issuer to the Fund by: (a) changing the exercise price of such warrants to $.3118, and/or (b) deleting any anti-dilution provisions with respect to new issuances from such warrants. In exchange for agreeing to amend the warrants, the Fund received an additional warrant exercisable for 1,647,722 shares of common stock and an option from an affiliate of the issuer to purchase up to 1,352,278 shares of common stock at a variable exercise price upon a trigger event.
2. The exercise price for such warrants reflects the exercise price after taking into account anti-dilution adjustments that occurred pursuant to the terms of such warrants (prior to the amendments described in note #1 above).
3. The number of shares underlying such warrants reflect the number of shares the warrants are exercisable for after taking into account anti-dilution adjustments that occurred pursuant to the terms of such warrants (prior to the amendments described in note #1 above).
4. Regals Capital Management LP, a Delaware limited partnership ("Regals Management"), the Fund, and David M. Slager ("Mr. Slager"), are the reporting persons (the "Reporting Persons") for the referenced securities. Mr. Slager is Managing Member of the general partner of Regals Management. Regals Management is the investment manager of the Fund. The shares of the issuer's common stock reported herein are held for the account of the Fund.
5. As a result, 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:
David M. Slager, as Managing Member of Regals Capital Holdings LLC, general partner of Regals Capital Management LP 12/13/2012
David M. Slager, as Managing Member of Regals Fund GP LLC, general partner of Regals Fund, LP 12/13/2012
David M. Slager 12/13/2012
** 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).
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