pluristemtherapeutics_13g-a1.htm - Generated by SEC Publisher for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CkFpbY4F7MQhggjrg0+juXLckVpn1m+13ua+t/xuJbDHlEQi5d2SOTnygCgfH17g OThBlZ+29Cz4EZFG5sRX0Q== 0000906344-09-000258.txt : 20090211 0000906344-09-000258.hdr.sgml : 20090211 20090211172658 ACCESSION NUMBER: 0000906344-09-000258 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLURISTEM THERAPEUTICS INC CENTRAL INDEX KEY: 0001158780 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 980351734 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78785 FILM NUMBER: 09590789 BUSINESS ADDRESS: STREET 1: MATAM ADVANCED TECHNOLOGY PARK STREET 2: BUILDING NO. 20 CITY: HAIFA STATE: L3 ZIP: 31905 BUSINESS PHONE: 972-4-850-1080 MAIL ADDRESS: STREET 1: MATAM ADVANCED TECHNOLOGY PARK STREET 2: BUILDING NO. 20 CITY: HAIFA STATE: L3 ZIP: 31905 FORMER COMPANY: FORMER CONFORMED NAME: PLURISTEM LIFE SYSTEMS INC DATE OF NAME CHANGE: 20030701 FORMER COMPANY: FORMER CONFORMED NAME: AI SOFTWARE INC DATE OF NAME CHANGE: 20010906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enable Growth Partners L P CENTRAL INDEX KEY: 0001316907 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 FERRY BUILDING STREET 2: SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-677-1577 MAIL ADDRESS: STREET 1: 1 FERRY BUILDING STREET 2: SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 pluristemtherapeutics_13g-a1.htm SC 13G-A2 (2-11-09) pluristemtherapeutics_13g-a1.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Pluristem Therapeutics Inc.
(Name of Issuer)

Common Stock, $0.00001 par value
(Title of Class of Securities)

72940R102
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

ý Rule 13d-1(c)

¨ 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).


(1	)	Names of Reporting Persons.				Enable Capital Management, LLC
						(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)				(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization				Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5	)	Sole Voting Power	536,009

			(6	)	Shared Voting Power	0

			(7	)	Sole Dispositive Power	536,009

			(8	)	Shared Dispositive Power	0

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person				536,009

(10	)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨

(11	)	Percent of Class Represented by Amount in Row (9)				4.5	%

(12	)	Type of Reporting Person (See Instructions)				OO


(1	)	Names of Reporting Persons.				Mitchell S. Levine
						(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)				(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization				United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5	)	Sole Voting Power	536,009

			(6	)	Shared Voting Power	0

			(7	)	Sole Dispositive Power	536,009

			(8	)	Shared Dispositive Power	0

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person				536,009

(10	)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨

(11	)	Percent of Class Represented by Amount in Row (9)				4.5	%

(12	)	Type of Reporting Person (See Instructions)				IN


(1	)	Names of Reporting Persons.				Enable Growth Partners, L.P.
						(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)				(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization				Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5	)	Sole Voting Power	536,009

			(6	)	Shared Voting Power	0

			(7	)	Sole Dispositive Power	536,009

			(8	)	Shared Dispositive Power	0

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person				536,009

(10	)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨

(11	)	Percent of Class Represented by Amount in Row (9)				4.5	%

(12	)	Type of Reporting Person (See Instructions)				PN

Item 1(a). Name of Issuer:

                   Pluristem Therapeutics Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

                   Matam Advanced Technology Park, Building No. 20, Haifa, Israel 31905

Item 2(a). Names of Persons Filing:

                   Enable Capital Management, LLC

                   Enable Growth Partners, L.P.

                   Mitchell S. Levine

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of the reporting persons is One Ferry Building, Suite 255, San Francisco, CA 94111.

Item 2(c). Citizenship:

Reference is made to Item 4 of pages 2, 3 and 4 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

Item 2(d). Title of Class of Securities:

Common Stock, $0.00001 par value

Item 2(e). CUSIP Number:

72940R102

Item 3. 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:

¨	(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
¨	(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
¨	(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
¨	(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8)
¨	(e)	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
¨	(f)	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
¨	(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
¨	(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
¨	(i)	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 (15 U.S.C. 80a-3);
¨	(j)	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Reference is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which Items are incorporated by reference herein.

The calculation of percentage of beneficial ownership in item 11 of pages 2, 3 and 4 was derived from the Issuer’s Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on December 29, 2008, in which the Issuer stated that the number of shares of the Issuer’s common stock outstanding on December 24, 2008 was 11,458,662 shares.

Item 5. Ownership of Five Percent or Less of a Class

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 X .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2009	ENABLE CAPITAL MANAGEMENT, LLC


	By: /s/ Mitchell S. Levine
	Mitchell S. Levine, its Managing Member

	ENABLE GROWTH PARTNERS, L.P.
	By: Enable Capital Management, LLC,
	its General Partner


	By: /s/ Mitchell S. Levine
	Mitchell S. Levine, its Managing Member


	MITCHELL S. LEVINE



	/s/ Mitchell S. Levine
	Mitchell S. Levine

EXHIBIT INDEX


Exhibit A	Joint Filing Undertaking	Page 10

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated: February 11, 2009 ENABLE CAPITAL MANAGEMENT, LLC

By: /s/ Mitchell S. Levine

Mitchell S. Levine, its Managing Member

ENABLE GROWTH PARTNERS, L.P.

By: Enable Capital Management, LLC,

its General Partner

By: /s/ Mitchell S. Levine

Mitchell S. Levine, its Managing Member

MITCHELL S. LEVINE

/s/ Mitchell S. Levine

Mitchell S. Levine

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