Sec Form 4 Filing - Harel Insurance Co LTD @ Ayala Pharmaceuticals, Inc. - 2020-05-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Harel Insurance Co LTD 2. Issuer Name and Ticker or Trading Symbol Ayala Pharmaceuticals, Inc. [ AYLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3 ABA HILLEL ROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2020 (Street) RAMAT GAN, L352118 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 05/12/2020 C 307,692 A 1,402,077 ( 2 ) I See footnote ( 2 ) Common Stock, par value $0.01 per share 05/12/2020 C 211,757 A 1,613,834 ( 2 ) I See footnote ( 2 ) Common Stock, par value $0.01 per share 05/12/2020 P( 3 ) 50,000 A $ 15 ( 3 ) 1,663,834 ( 2 ) I See footnote ( 2 ) Common Stock, par value $0.01 per share 05/12/2020 P( 3 ) 500,000 A $ 15 ( 3 ) 2,163,834 ( 4 ) I See footnote ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of De rivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: 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 Series A Preferred Stock, par value $0.01 per share ( 1 ) 05/12/2020 C 307,692 ( 1 ) ( 1 ) ( 1 ) Common Stock 307,692 ( 1 ) $ 0 0 I See footnote ( 2 ) Series B Preferred Stock, par value $0.01 per share ( 1 ) 05/12/2020 C 211,757 ( 1 ) ( 1 ) ( 1 ) Common Stock 307,692 ( 1 ) $ 0 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harel Insurance Co LTD 3 ABA HILLEL ROAD STREET RAMAT GAN, L352118 X Harel Insurance Investments & Financial Services Ltd. 3 ABA HILLEL ROAD STREET RAMAT GAN, L352118 X Signatures HAREL INSURANCE COMPANY LTD. BY: /s/ Uri Rabinovitz, Vice President 05/14/2020 Signature of Reporting Person Date HAREL INSURANCE INVESTMENTS AND FINANCIAL SERVICES LTD. BY: /s/ Uri Rabinovitz, Vice President 05/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the Issuer's initial public offering on May 12, 2020, each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") of the Issuer immediately converted into one share of Common Stock of the Issuer in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation. Each share of Preferred Stock was convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's initial public offering and had no expiration date. Share numbers of Preferred Stock in this Statement give effect to the reverse split of each share of the Issuer's Common Stock into 0.5 shares of Common Stock, which was effective for the shares of Preferred Stock upon their conversion into Common Stock upon the closing of the Issuer's initial public offering. ( 2 )All of the shares of Common Stock reported in this row are (and all of the Preferred Stock reported in this Statement were) directly held by Harel Insurance Company Ltd. ("Harel Insurance"), a wholly owned subsidiary of Harel Insurance Investments & Financial Services Ltd. ("Harel Holdings"), for Harel Insurance's own account. While Harel Insurance operates under independent management and makes independent voting and investment decisions, Harel Holdings may be deemed, by virtue of its ownership of Harel Insurance, to both beneficially own and have a pecuniary interest in all shares presently directly owned by Harel Insurance for Harel Insurance's own account. ( 3 )Shares acquired upon the closing of the Issuer's initial public offering at the initial public offering price of $15.00 per share. ( 4 )All of the shares of Common Stock reported in this row were acquired and are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by wholly owned subsidiaries of the Reporting Persons, each of which subsidiaries operates under independent management and makes independent voting and investment decisions. Consequently, (i) this Statement shall not be construed as an admission by the Reporting Persons that they are the beneficial owners of more than 1,663,834 shares of Common Stock reported in this Statement, except to the extent of their pecuniary interest therein and (ii) this joint filing shall not be deemed an affirmation that a group exists among the Reporting Persons for the purposes of the Securities Exchange Act of 1934 or for any other purpose.

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