Amended Statement of Beneficial Ownership (sc 13d/a)
October 26 2017 - 12:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
MICROBOT
MEDICAL INC.
(Name
of Issuer)
Common
Stock, par value $0.01 per Share
(Title
of Class of Securities)
59503A
105
(CUSIP
Number)
Yoseph
Bornstein
22
Hamelacha St.
Rosh-Ha’Ayin,
48091, P.O.Box 11372, Israel
(+972)
544553007
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
October
18, 2017
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
NOTE
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1.
|
Names
of Reporting Person:
Yoseph
Bornstein
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions):
PF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
6.
|
Citizenship
or Place of Organization:
Israel
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
Sole
Voting Power:
None
|
8
|
Shared
Voting Power:
4,880,399
(see Item 5)
|
9.
|
Sole
Dispositive Power:
None
|
10.
|
Shared
Dispositive Power:
4,880,399
(see Item 5)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,880,399
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11):
13.19%
|
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
|
1.
|
Names
of Reporting Person:
LSA-
Life Science Accelerator Ltd.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions):
PF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
6.
|
Citizenship
or Place of Organization:
Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
Sole Voting Power:
None
|
8
|
Shared Voting Power:
4,880,399 (see Item 5)
|
9.
|
Sole Dispositive Power:
None
|
10
|
Shared Dispositive Power:
4,880,399 (see Item 5)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,880,399
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11):
13.19%
|
|
14.
|
Type
of Reporting Person (See Instructions):
OO
|
|
Item
1. Security and Issuer
This
statement on Schedule 13D (this “Statement”) relates to the issued and outstanding shares of common stock, par value
$0.01 per share (the “Company Common Stock”), of Microbot Medical Inc., a Delaware corporation (the “Company”).
The principal executive offices of the Company are located at 25 Recreation Park Drive, Unit 108, Hingham, MA 02043.
Item
2. Identity and Background
This
statement is filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Yoseph Bornstein. Mr. Bornstein
is a natural person, and is a director on the Board of Directors of the Company, with an address of 22 Hamelacha St., Rosh-Ha’Ayin,
, 48091, P.O.Box 11372, Israel.
Mr.
Bornstein has not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
Mr.
Bornstein is an Israeli citizen.
Item
3. Source and Amount of Funds or Other Consideration
From
August 24, 2017 through October 24, 2017, Mr. Bornstein sold an aggregate of 425,000 shares of Company Common Stock directly or
through his Rule 10b5-1 trading plan (the “Stock Sales”). The information set forth in Item 5(c) hereto is incorporated
herein by reference.
Item
4. Purpose of Transaction
As
a result of the Stock Sales, Mr. Bornstein’s beneficial ownership in the Company decreased to 13.19%
Mr.
Bornstein disposed of the securities of the Company directly or pursuant to his Rule 10b5-1 trading plan and may make further
sales of shares of Company Common Stock directly or through his Rule 10b5-1 trading plan.
Reference
is made to Item 3 herein and hereby is incorporated by reference.
Item
5. Interest in Securities of the Issuer
(a)
|
As
of the date of this report, LSA - Life Science Accelerator Ltd. (“LSA”) beneficially owns 4,880,399 shares
of the Company Common Stock, which number of shares represents approximately 13.19%. Mr. Bornstein is the CEO and Director
of LSA and of Shizim Ltd. (“Shizim”), and Mr. Bornstein is the majority equity owner of Shizim. Shizim is
the majority equity owner of LSA. Accordingly, Mr. Bornstein may be deemed to share voting and investment power over the
shares beneficially owned by these entities.
The
percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under
the Securities Exchange Act of 1934, as amended.
|
|
|
(b)
|
Mr.
Bornstein has shared power with LSA to vote or direct the vote, and to dispose or direct the disposition, of 4,880,399 shares
of Company Common Stock.
|
|
|
(c)
|
The
following transactions were effected by Mr. Bornstein through LSA directly or pursuant to his Rule 10b5-1 trading plan during
the past sixty (60) days:
|
Reporting Person
|
|
Trade Date
|
|
Buy/Sell
|
|
Number of Shares
|
|
|
Price Per Share
|
|
Yoseph Bornstein
|
|
08/24/2017
|
|
Sell
|
|
|
10,000
|
|
|
$
|
1.0311
|
|
Yoseph Bornstein
|
|
08/25/2017
|
|
Sell
|
|
|
15,000
|
|
|
$
|
1.0808
|
|
Yoseph Bornstein
|
|
08/30/2017
|
|
Sell
|
|
|
5,000
|
|
|
$
|
1.07
|
|
Yoseph Bornstein
|
|
08/30/2017
|
|
Sell
|
|
|
5,000
|
|
|
$
|
1.0605
|
|
Yoseph Bornstein
|
|
09/06/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.00
|
|
Yoseph Bornstein
|
|
09/06/2017
|
|
Sell
|
|
|
610
|
|
|
$
|
1.08
|
|
Yoseph Bornstein
|
|
09/06/2017
|
|
Sell
|
|
|
20,000
|
|
|
$
|
1.01
|
|
Yoseph Bornstein
|
|
09/12/2017
|
|
Sell
|
|
|
19,390
|
|
|
$
|
1.12
|
|
Yoseph Bornstein
|
|
09/19/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.1941
|
|
Yoseph Bornstein
|
|
09/19/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.1752
|
|
Yoseph Bornstein
|
|
09/26/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.2487
|
|
Yoseph Bornstein
|
|
09/26/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.2273
|
|
Yoseph Bornstein
|
|
10/03/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.1883
|
|
Yoseph Bornstein
|
|
10/03/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.1735
|
|
Yoseph Bornstein
|
|
10/04/2017
|
|
Sell
|
|
|
3,000
|
|
|
$
|
1.48
|
|
Yoseph Bornstein
|
|
10/05/2017
|
|
Sell
|
|
|
22,000
|
|
|
$
|
1.4908
|
|
Yoseph Bornstein
|
|
10/10/17
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.3671
|
|
Yoseph Bornstein
|
|
10/10/17
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.3891
|
|
Yoseph Bornstein
|
|
10/17/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.1687
|
|
Yoseph Bornstein
|
|
10/17/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.1567
|
|
Yoseph Bornstein
|
|
10/24/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.1382
|
|
Yoseph Bornstein
|
|
10/24/2017
|
|
Sell
|
|
|
25,000
|
|
|
$
|
1.318
|
|
(d)
and (e)
|
Not
applicable
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Reference
is made to Items 3 and 4 herein and hereby is incorporated by reference.
Item 7.
Material to be Filed as Exhibits
Not
Applicable.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date:
October 25, 2017
|
By:
|
/s/
Yoseph Bornstein
|
|
Name:
|
Yoseph
Bornstein
|
|
LSA
- Life Science Accelerator Ltd.
|
|
|
|
|
By:
|
/s/
Yoseph
Bornstein
|
|
Name:
|
Yoseph
Bornstein
|
|
Title:
|
Chief
Executive Officer
|
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