SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Weisman Wayne
(Last) (First) (Middle)
C/O REWALK ROBOTICS LTD.
3 HATNUFA ST., P.O. BOX 161
(Street)
YOKNEAM ILIT L3 20692203
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2015 		3. Issuer Name and Ticker or Trading Symbol
ReWalk Robotics Ltd. [ RWLK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value NIS 0.01 per share 6,022(1) I ESOP
Ordinary Shares, par value NIS 0.01 per share 1,822,100 I By partnership(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 07/14/2014 07/14/2018 Ordinary Shares 29,862 $11.45 I By partnership(2)(5)
Option (Right to buy) (6) 12/03/2025 Ordinary Shares 4,176 $7.3 D
Explanation of Responses:
1. Represents 6,022 Ordinary Shares issuable upon the vesting of restricted stock units ("RSUs") granted on December 15, 2014 under the ReWalk 2014 Equity Incentive Plan. One-third, or 2,007 Ordinary Shares, of the RSUs vested on the first anniversary of the date of grant and the remaining RSUs vest in equal quarterly installments of 501 Ordinary Shares each starting one quarter after the first anniversary of the date of grant.
2. The Reporting Person is a director of SCP Vitalife II GP, Ltd. ("SCP Vitalife GP"), which is the sole general partner of SCP Vitalife II Associates, L.P. ("SCP Vitalife Associates"). SCP Vitalife Associates is the sole general partner of each of SCP Vitalife Partners II, L.P. ("SCP Vitalife") and SCP Vitalife Partners (Israel) II, L.P. ("SCP Vitalife Israel"), the direct beneficial owner of the Ordinary Shares and the Warrants. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the Ordinary Shares held by SCP Vitalife and SCP Vitalife Israel, except to the extent of his pecuniary interest therein.
3. SCP Vitalife Associates, as the general partner of SCP Vitalife and SCP Vitalife Israel, may be deemed to beneficially own 1,669,574 Ordinary Shares, which consist of 1,251,557 and 418,017 Ordinary Shares held by SCP Vitalife and SCP Vitalife Israel, respectively. SCP Vitalife GP is the general partner of SCP Vitalife Associates and, as such, shares voting and dispositive power over, and may be deemed to beneficially own, the Ordinary Shares held by the foregoing entities. The Reporting Person shares voting and dispositive power over, and may be deemed to beneficially own 1,822,100 Ordinary Shares, which consist of the Ordinary Shares as set forth in footnote 4 to this Form 3.
4. Consists of 1,669,574 Ordinary Shares held by the foregoing entities, due to the Reporting Person serving as a director of SCP Vitalife GP as well as (i) 68,011 Ordinary Shares held by Vitalife Partners (Overseas) L.P. ("Vitalife Partners Overseas"), (ii) 22,493 Ordinary Shares held by Vitalife Partners (Israel) L.P. ("Vitalife Partners Israel"), (iii) 22,741 Ordinary Shares held by Vitalife Partners (D.C.M) L.P. ("Vitalife Partners DCM", and together with Vitalife Partners Overseas and Vitalife Partners Israel, the "Vitalife I Entities") and (iv) 39,281 Ordinary Shares currently held by the Office of the Chief Scientist of the State of Israel ("OCS"), that the Vitalife I Entities have the right to acquire from the OCS, due to the Reporting Person serving as a director of Vitalife Life Sciences Ltd., the general partner of Vitalife Partners Management L.P., which is the general partner of each of the Vitalife I Entities.
5. Consists of Warrants to purchase 22,374 Ordinary Shares held by SCP Vitalife and Warrants to purchase 7,488 Ordinary Shares held by SCP Vitalife Israel.
6. Represents stock options granted on December 3, 2015 under the ReWalk 2014 Equity Incentive Plan. The options become vested and exercisable in four equal quarterly installments starting three months following the date of grant.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Kevin Hershberger as attorney-in-fact 12/31/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.