SEC FORM 4

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

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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^*

Ridge Valley Corp

(Last)

(First)

(Middle)

ROOM 206, PREMIER

BUILDING, P.O BOX 332

(Street)

VICTORIA, MAHE

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wize Pharma, Inc. [ WIZP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	03/26/2018		C		213,524⁽¹⁾	A	$1.332	1,394,805⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2017 Future Investment Rights⁽³⁾	$1.332	03/26/2018		C			213,524	04/02/2017	12/31/2017	Common Stock	13,524	$0	94,853	D

Explanation of Responses:

1. The 213,524 shares of common stock of the Issuer were issued upon the exercise of a portion of the 2017 Investment Rights (as defined below).

2. Represents (i) 1,040,760 shares of common stock of the Issuer, (ii) 259,192 shares of common stock of the Issuer issuable upon the conversion of the Convertible Notes (as defined below) and (iii) 94,853 shares of common stock issuable upon the exercise of the 2017 Investment Rights (as defined below). Ridge Valley Corporation ("Ridge") is a Seychelles corporation. Priscilla Julie is the sole director of Ridge and holds the voting and dispositive power of the shares of common stock beneficially owned by Ridge. Noam Danenberg, the Issuer's Chief Operating Officer, is also the son-in-law of Mrs. Hanna Harpaz, who owns 49% of Ridge.

3. Ridge's outstanding loan to the Issuer in the principal amount of $274,048, which bears interest at an annual rate of 4% (the "Convertible Notes") is currently convertible (including accrued interest as of May 1, 2018), into 259,192 shares of common stock of the Issuer based on a loan conversion price per share of $1.1112. The maturity date of the Convertible Notes is December 31, 2018. Ridge has the right (the "2017 Investment Right") until June 30, 2019, to invest up to $126,344,658, at a price per share of $1.332.

	/s/ Priscilla Julie	05/08/2018
	** 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).
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