SEC Form 4 · accession 0000899243-16-019618
NovoCure Ltd · NVCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF5 | May 6, 2016 | M | 8,349 | $3.59 | A | 87,080 | D | |
| Ordinary SharesF2 | May 6, 2016 | F | 2,381 | $12.59 | D | 84,699 | D | |
| Ordinary SharesF1 | May 6, 2016 | M | 845,091 | $3.59 | A | 21,619,678 | I | WFD Ventures Fund II, L.P. |
| Ordinary SharesF3,F1 | May 6, 2016 | F | 240,976 | $12.59 | D | 21,378,702 | I | WFD Ventures Fund II, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF4 | $3.59 | May 6, 2016 | M | 8,349 | D | — | May 8, 2016 | Ordinary Shares | 8,349 | 0 | D |
| WarrantF1,F4 | $3.59 | May 6, 2016 | M | 845,091 | D | — | May 8, 2016 | Ordinary Shares | 845,091 | 0 | I |
Explanation of responses
- F1Mr. Doyle is a managing director of WFD Ventures LLC, the sole member of WFD-GP II, LLC, which is the general partner of WFD Ventures Fund II, L.P. Mr. Doyle possesses sole voting and investment power over shares owned by WFD Ventures Fund II, L.P. (subject to certain rights of the advisory board of WFD Ventures Fund II, L.P. to approve sales of any of the shares owned by WFD Ventures Fund II, L.P.).
- F2Reflects 2,381 shares withheld by the issuer at the market price of $12.59 per share less an exercise price of $3.59 per share to fund the cashless exercise of 8,349 warrants to purchase ordinary shares owned by Mr. Doyle.
- F3Reflects 240,976 shares withheld by the issuer at the market price of $12.59 per share less an exercise price of $3.59 per share to fund the cashless exercise of 845,091 warrants to purchase ordinary shares indirectly owned by Mr. Doyle.
- F4Exercisable at any time through May 8, 2016.
- F5Includes 78,731 shares previously owned by Mr. Doyle.
Remarks
The transactions reported in the above Table 1 Rows 1 and 2; and Rows 3 and 4 reflect the cashless exercise of warrants. The cashless exercise of the warrants is reported in two lines. The first line of the cashless exercise transaction is coded M in Column 3 of Table 1 and reports in Column 4 the number of shares issuable upon exercise of the warrants had cash been paid to exercise the warrants, together with the exercise price with code A for acquired. The line coded F in Column 3 of Table 1 relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such warrants with code D for disposal. Where the number of shares deducted for the cashless exercise is a fraction, the number has been rounded down to the nearest whole number of shares. The number of shares on a net basis is actually owned by the Reporting Person after the cashless exercise. All transactions are exempt from Section 16(b) by reason of Rule 16b-3. The transactions reported in Table II above reflect the disposition of the same warrants whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in Column 9 of Table II above includes only warrants with the same exercise price and expiration date. This Form 4 is filed for William F. Doyle and WFD Ventures Fund II, L.P.