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^*

Rimon Gold Assets Ltd

(Last)

(First)

(Middle)

RAVEN RAVID & CO.

32A HABARZEL ST.

(Street)

TEL AVIV

6971047

(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		217,442⁽¹⁾	A	$1.308	1,770,802⁽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)
2016 Future Investment Rights⁽³⁾	$1.308	03/26/2018		C			217,442	03/31/2016	06/30/2019	Common Stock	217,442	$0	392,055	D

Explanation of Responses:

1. The 217,442 shares of common stock of the Issuer were issued upon the exercise of a portion of the 2016 Investment Rights (as defined below).

2. Represents (i) 217,442 shares of common stock, (ii) 593,925 shares of common stock issuable upon the conversion of the 2016 Convertible Notes (as defined below), (iii) 259,003 shares of common stock issuable upon the conversion of the 2017 Convertible Notes (as defined below), (iv) 392,055 shares of common stock issuable upon the exercise of Reporting Person's 2016 Investment Right (as defined below) and (v) 308,377 shares of common stock issuable upon the exercise of Reporting Person's 2017 Investment Right (as defined below). Reporting Person is an Israeli private company wholly owned by the Goldfinger Trust (the "Trust"), whose trustee is Abir Raveh (the "Trustee") and whose beneficiary is Yair Goldfinger. The Trust directs the management of Reporting Person, its investment and voting decisions and the Trustee directs the management of the Trust, its investment and voting decisions.

3. Reporting Person's outstanding loan in the principal amount of $531,067, which bears interest at an annual rate of 4% (the "2016 Convertible Notes"), is convertible (including accrued interest), into 593,925 shares of common stock based on a conversion price per share of $0.9768. Reporting Person has the right, until June 30, 2019, to invest up to $796,601, in the aggregate, at an agreed price per share of $1.308 (the "2016 Investment Right"). Reporting Person 's outstanding loan to the Issuer in the principal amount of $274,048, which bears interest at an annual rate of 4% (the "2017 Convertible Notes") is currently convertible (including accrued interest), into 259,003 shares of common stock based on a loan conversion price per share of $1.1112. The maturity date of the 2016 Convertible Notes and the 2017 Convertible Notes is December 31, 2018. Reporting Person has the right (the "2017 Investment Right") until June 30, 2019, to invest up to $512,187, at a price per share of $1.332.

	/s/ Abir Raveh	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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