SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
ReWalk Robotics Ltd. [ RWLK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2016
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Ordinary Shares, par value NIS 0.01 per share 03/03/2016 S 5,001 (1) D $8.8 (1) 1,767,099 I By partnership (3) (4) (5)
Ordinary Shares, par value NIS 0.01 per share 03/04/2016 S 1,998 (2) D $8.5 (2) 1,765,101 I By partnership (3) (4) (5)
Ordinary Shares, par value NIS 0.01 per share 6,022 (6) I ESOP
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: 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
Explanation of Responses:
1. The disposed of securities consist of the following: (i) 3,003 Ordinary Shares sold by Vitalife Partners (Overseas) L.P. ("Vitalife Partners Overseas"), (ii) 994 Ordinary Shares sold by Vitalife Partners (Israel) L.P. ("Vitalife Partners Israel"), and (iii) 1,004 Ordinary Shares sold by Vitalife Partners (D.C.M) L.P. ("Vitalife Partners DCM"). The price of $8.80 reported in Column 4 is the transaction price for each of the dispositions set forth in this footnote (1) to this Form 4.
2. The disposed of securities consist of the following: (i) 994 Ordinary Shares sold by Vitalife Partners Israel, and (ii) 1,004 Ordinary Shares sold by Vitalife Partners DCM. The price of $8.50 reported in Column 4 is the transaction price for each of the dispositions set forth in this footnote (2) to this Form 4.
3. 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. 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 Shares held by SCP Vitalife and SCP Vitalife Israel, except to the extent of his pecuniary interest therein.
4. SCP Vitalife Associates, as the general partner of SCP Vitalife and SCP Vitalife Israel, may be deemed to beneficially own 1,619,574 Ordinary Shares, which consist of 1,214,076 and 405,498 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 1,765,101 Ordinary Shares, which consist of the Ordinary Shares as set forth in footnote (5) to this Form 4.
5. Consists of 1,619,574 Ordinary Shares held by the foregoing entities due to the Reporting Person serving as a director of SCP Vitalife GP, as well as (i) 65,008 Ordinary Shares held by Vitalife Partners Overseas, (ii) 20,505 Ordinary Shares held by Vitalife Partners Israel, (iii) 20,733 Ordinary Shares held by Vitalife Partners DCM (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.
6. 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. The RSUs vest in 12 equal quarterly installments starting on the first anniversary of the date of grant, with 2,007 ordinary shares presently issued and outstanding.
/s/ Kevin Hershberger, as attorney-in-fact 03/07/2016
** 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 4 (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.