Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
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Foamix Pharmaceuticals Ltd.
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(Name of Issuer)
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Ordinary Shares, NIS 0.16 par value per share
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(Title of Class of Securities)
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M46135105
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(CUSIP Number)
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December 31, 2017
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G
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CUSIP No. M46135105
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| 1 |
Names of Reporting Persons
Tamarkin Medical Innovations Ltd. (1)
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| 2 |
Check the appropriate box if a member of a Group (see instructions)
(a) o
(b) x
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| 3 |
SEC Use Only
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| 4 |
Citizenship or Place of Organization
Israel
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
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5 | Sole Voting Power
2,751,447 (2)
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| 6 |
Shared Voting Power
0
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| 7 |
Sole Dispositive Power
2,751,447 (2)
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| 8 |
Shared Dispositive Power
0
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| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,751,447 (2)
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| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
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| 11 |
Percent of class represented by amount in row (9)
7.3%(3)
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Type of Reporting Person (See Instructions)
CO
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(1)
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Tamarkin Medical Innovations Ltd. is an Israeli company owned and controlled by Dr. Dov Tamarkin. The filing of this joint Schedule 13G shall not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
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(2)
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Consists of (a) 2,565,583 securities held by Tamarkin Medical Innovations Ltd., comprising (i) 2,563,489 ordinary shares, and (ii) 2,094 ordinary shares issuable upon exercise of outstanding warrants at a price of $5.04 per share, and (b) 185,864 securities held directly by Dr. Dov Tamarkin, comprising (i) 11,239 ordinary shares; (ii) 24,000 ordinary shares issuable upon exercise of outstanding options at a price of $5.88 per share; (iii) 45,000 ordinary shares issuable upon exercise of outstanding options at a price of $6.77 per share; (iv) 100,000 ordinary shares issuable upon exercise of outstanding options at a price of $6.34 per share, and (v) 5,625 ordinary shares issued upon vesting of outstanding RSUs.
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(3)
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Based on 37,498,128 ordinary shares outstanding as of December 31, 2017 and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act of 1934.
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CUSIP No. M46135105
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| 1 |
Names of Reporting Persons
Dr. Dov Tamarkin
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| 2 |
Check the appropriate box if a member of a Group (see instructions)
(a) o
(b) x
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| 3 |
SEC Use Only
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| 4 |
Citizenship or Place of Organization
Israel
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
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5 | Sole Voting Power
2,751,447
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| 6 |
Shared Voting Power
0
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| 7 |
Sole Dispositive Power
2,751,447
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| 8 |
Shared Dispositive Power
0
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| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,751,447
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| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
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Percent of class represented by amount in row (9)
7.3%*
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Type of Reporting Person (See Instructions)
IN
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* Based on 37,498,128 ordinary shares outstanding as of December 31, 2017.
Item 1.
(a) Name of Issuer: Foamix Pharmaceuticals Ltd.
(b) Address of Issuer’s Principal Executive Offices: 2 Holzman Street, Weizmann Science Park, Rehovot, Israel
Item 2.
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(a)
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Name of Person Filing: Tamarkin Medical Innovations Ltd.
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(b)
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Address of Principal Business Office or, if None, Residence: 537 Har Hila St., Modiin-Maccabim-Reut 7179901, Israel.
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(c)
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Citizenship: Israel
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(d)
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Title and Class of Securities: Ordinary Shares, NIS 0.16 par value each
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(e)
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CUSIP No.: M46135105
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership
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(a) Amount Beneficially Owned: 2,751,447
(b) Percent of Class: 7.3%*
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 2,751,447
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of: 2,751,447
(iv) Shared power to dispose or to direct the disposition of:
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
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Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
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N.A.
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
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N.A.
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Item 8.
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Identification and classification of members of the group.
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N.A.
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Item 9.
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Notice of Dissolution of Group.
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N.A.
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Item 10.
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Certifications.
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By signing below I certify that, to the best of my knowledge and belief, the information set forth in this statement is true, complete and correct.
* Based on 37,498,128 ordinary shares outstanding as of December 31, 2017.
SIGNATURES
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/s/ Dov Tamarkin
Date: February 13, 2018
Name: Dr. Dov Tamarkin
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/s/ Dov Tamarkin
Tamarkin Medical Innovations Ltd.
Date: February 13, 2018
Name: Dr. Dov Tamarkin
Title: Managing Founder
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).