0001178913-15-000240.txt : 20150202 0001178913-15-000240.hdr.sgml : 20150202 20150202064050 ACCESSION NUMBER: 0001178913-15-000240 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150202 DATE AS OF CHANGE: 20150202 GROUP MEMBERS: ROSA ALBA COMMERCE & INVESTMENTS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Foamix Pharmaceuticals Ltd. CENTRAL INDEX KEY: 0001606645 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88525 FILM NUMBER: 15564833 BUSINESS ADDRESS: STREET 1: 2 HOLZMAN ST. STREET 2: WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 BUSINESS PHONE: 97289316233 MAIL ADDRESS: STREET 1: 2 HOLZMAN ST. STREET 2: WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 FORMER COMPANY: FORMER CONFORMED NAME: Foamix Ltd. DATE OF NAME CHANGE: 20140428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chizic Chaim CENTRAL INDEX KEY: 0001632163 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1 JABOTINSKY ST. MACCABI BLDG. POB 91 STREET 2: C/O CHAIM CHIZIC CITY: RAMAT-GAN STATE: L3 ZIP: 5252005 SC 13G 1 zk1516114.htm SC 13G zk1516114.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934

(Amendment No. ___)*
 
Foamix Pharmaceuticals Ltd.
(Name of Issuer)
 
Ordinary Shares, NIS 0.16 par value per share
(Title of Class of Securities)
 
M46135105
(CUSIP Number)
 
December 31, 2014
(Date of Event which Requires Filing of this Statement)

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

o  Rule 13d-1(b)

o  Rule 13d-1(c)

x  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).
 
 
 
 

SCHEDULE 13G
 
CUSIP No. M46135105
  
 
1
Names of Reporting Persons
 
Rosa Alba Commerce & Investments Ltd. (1)
2
Check the appropriate box if a member of a Group (see instructions)
(a)  o
(b)  x
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
Israel
 
Number of
 Shares
 Beneficially
Owned by Each
Reporting Person
With:
 5 Sole Voting Power
 
1,188,309 (2)
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
1,188,309 (2)
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,188,309 (2)
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
o
11
Percent of class represented by amount in row (9)
 
5.22(3)
12
Type of Reporting Person (See Instructions)
 
CO
 
(1)
The filing of this joint Schedule 13G shall not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
(2)
Rosa Alba Commerce & Investments Ltd. ("Rosa Alba") is an Israeli company owned and controlled by Mr. Chaim Chizic, a director of the issuer, and his wife, Mrs. Dalia Chizic, in equal parts. Rosa Alba owns 300,938 ordinary shares of the issuer and Mr. and Mrs. Chizic jointly own 824,871 shares of the issuer, of which 266,412 shares are issuable upon exercise of warrants at a price of $5.04 per share. In addition, Mr. Chaim Chizic has 62,500 options granted to him for his services as a director, at an exercise price of $1.92 per share.
(3) 
Based on 22,443,934 ordinary shares outstanding as of December 31, 2014.
 
 
 
 
 
CUSIP No. M46135105
  
 
1
Names of Reporting Persons
 
Chaim Chizic*
2
Check the appropriate box if a member of a Group (see instructions)
(a)  o
(b)  x
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
Israel
 
Number of
 Shares
 Beneficially
Owned by Each
Reporting Person
With:
 5 Sole Voting Power
 
62,500**
6
Shared Voting Power
 
1,125,809**
7
Sole Dispositive Power
 
62,500**
8
Shared Dispositive Power
 
1,125,809**
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,188,309
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
 
o
11
Percent of class represented by amount in row (9)
 
5.22%***
12
Type of Reporting Person (See Instructions)
 
IN
 
* The filing of this joint Schedule 13G shall not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
** Mr. and Mrs. Chizic jointly own 824,871 shares of the issuer, of which 266,412 shares are issuable upon exercise of warrants at a price of $5.04 per share. In addition, Mr. Chaim Chizic has 62,500 options granted to him for his services as a director, at an exercise price of $1.92 per share.
*** Based on 22,443,934 ordinary shares outstanding as of December 31, 2014.
 
 
 
 
 
Item 1.
 
(a)           Name of Issuer: Foamix Pharmaceuticals Ltd.
 
(b)           Address of Issuer’s Principal Executive Offices: 2 Holzman Street, Weizmann Science Park, Rehovot, Israel
 
Item 2.
 
(a)
Name of Person Filing: Rosa Alba Commerce and Investments Ltd.
 
(b)
Address of Principal Business Office or, if None, Residence: 1 Jabotinsky St., Maccabi Bldg. POB 91, Ramat-Gan 5252005, Israel, c/o Chaim Chizic.
 
(c)
Citizenship: Israel
 
(d)
Title and Class of Securities: Ordinary Shares, NIS 0.16 par value each
 
(e)
CUSIP No.: M46135105
 
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)
o
Broker or dealer registered under Section 15 of the Act;
 
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act;
 
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act;
 
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
 
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
o
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;
 
 
(j)
 o
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 
 
(k)
o
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
 
Item 4.
Ownership
 
                (a)    Amount Beneficially Owned:  1,188,309*
 
                (b)    Percent of Class:  5.22%**
 
(c)    Number of shares as to which such person has:
 
(i)      Sole power to vote or to direct the vote: 1,188,309*
 
 
 
 
 
(ii)     Shared power to vote or to direct the vote:
 
(iii)           Sole power to dispose or to direct the disposition of: 1,188,309*
 
(iv)            Shared power to dispose or to direct the disposition of:
 
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 o.
 
Item 6.
Ownership of more than Five Percent on Behalf of Another Person.
 
 
N.A.
 
Item 7.
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
 
 
N.A.
 
Item 8.
Identification and classification of members of the group.
 
 
N.A.
 
Item 9.
Notice of Dissolution of Group.
 
 
N.A.
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the information set forth in this statement is true, complete and correct.
 
* Rosa Alba Commerce & Investments Ltd. ("Rosa Alba") is an Israeli company owned and controlled by Mr. Chaim Chizic, a director of the issuer, and his wife, Mrs. Dalia Chizic, in equal parts. Rosa Alba owns 300,938 ordinary shares of the issuer and Mr. and Mrs. Chizic jointly own 824,871 shares of the issuer, of which 266,412 shares are issuable upon exercise of warrants at a price of $5.04 per share. In addition, Mr. Chaim Chizic has 62,500 options granted to him for his services as a director, at an exercise price of $1.92 per share.
 
** Based on 22,443,934 ordinary shares outstanding as of December 31, 2014.
 
 
 
 
 
SIGNATURES
 
/s/ Chaim Chizic
 
Date:  January 28, 2015
 
Name: Chaim Chizic
 
 
/s/ Chaim Chizic
 
Rosa Alba Commerce and Investments Ltd.
 
Date:  January 28, 2015
 
Name: Chaim Chizic
 
Title: Managing Partner
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).