SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Koren Ofir

(Last)

(First)

(Middle)

C/O REWALK ROBOTICS LTD.

3 HATNUFA ST., P.O. BOX 161

(Street)

YOKNEAM ILIT

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Snr VP, Research & Development

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	2,715⁽¹⁾	I	ESOP

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option (Right to buy)	⁽²⁾	07/17/2023	Ordinary Shares	8,530	$1.32	D
Option (Right to buy)	⁽³⁾	12/24/2023	Ordinary Shares	15,498	$1.49	D
Option (Right to buy)	⁽⁴⁾	12/15/2024	Ordinary Shares	5,657	$20.77	D
Option (Right to buy)	⁽⁵⁾	09/25/2025	Ordinary Shares	25,000	$8	D

Explanation of Responses:

1. Represents 2,715 ordinary shares issuable upon the vesting of restricted stock units ("RSUs") granted under the ReWalk 2014 Equity Incentive Plan on January 9, 2015. The RSUs vest in four equal annual installments starting on the first anniversary of the date of grant.

2. Represents stock options granted under the ReWalk 2012 Equity Incentive Plan on August 1, 2013. The options become vested and exercisable in 12 equal quarterly installments starting on the first anniversary of the date of grant. Original option grant was for 13,320 ordinary shares of which 4,790 have been exercised, leaving 8,530 shares underlying options outstanding.

3. Represents stock options granted under the ReWalk 2012 Equity Incentive Plan on August 1, 2013. The options become vested and exercisable in 12 equal quarterly installments starting on the first anniversary of the date of grant. Original option grant was for 21,708 ordinary shares of which 6,210 have been exercised, leaving 15,498 shares underlying options outstanding.

4. Represents stock options granted under the ReWalk 2014 Equity Incentive Plan on December 15, 2014. The options become vested and exercisable in 12 equal quarterly installments starting on the first anniversary of the date of grant.

5. Represents stock options granted under the ReWalk 2014 Equity Incentive Plan on September 25, 2015. The options become vested and exercisable in 12 equal quarterly installments starting on the first anniversary of 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.