0001178913-20-001490.txt : 20200514
0001178913-20-001490.hdr.sgml : 20200514
20200514203057
ACCESSION NUMBER: 0001178913-20-001490
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200512
FILED AS OF DATE: 20200514
DATE AS OF CHANGE: 20200514
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Harel Insurance Co LTD
CENTRAL INDEX KEY: 0001666482
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39279
FILM NUMBER: 20880128
BUSINESS ADDRESS:
STREET 1: ABBA HILLEL 3
CITY: RAMAT GAN
STATE: L3
ZIP: 5211802
BUSINESS PHONE: 97237547090
MAIL ADDRESS:
STREET 1: ABBA HILLEL 3
CITY: RAMAT GAN
STATE: L3
ZIP: 5211802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Harel Insurance Investments & Financial Services Ltd.
CENTRAL INDEX KEY: 0001429390
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39279
FILM NUMBER: 20880129
BUSINESS ADDRESS:
STREET 1: HAREL HOUSE, 3 ABBA HILLEL ST.
CITY: RAMAT GAN
STATE: L3
ZIP: 52118
BUSINESS PHONE: 972-3-7547090
MAIL ADDRESS:
STREET 1: HAREL HOUSE, 3 ABBA HILLEL ST.
CITY: RAMAT GAN
STATE: L3
ZIP: 52118
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ayala Pharmaceuticals, Inc.
CENTRAL INDEX KEY: 0001797336
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 823578375
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1313 N. MARKET STREET
STREET 2: SUITE 5100
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: (857) 444-0553
MAIL ADDRESS:
STREET 1: 1313 N. MARKET STREET
STREET 2: SUITE 5100
CITY: WILMINGTON
STATE: DE
ZIP: 19801
4
1
ownership.xml
X0306
4
2020-05-12
0
0001797336
Ayala Pharmaceuticals, Inc.
AYLA
0001666482
Harel Insurance Co LTD
3 ABA HILLEL ROAD STREET
RAMAT GAN
L3
52118
ISRAEL
0
0
1
0
0001429390
Harel Insurance Investments & Financial Services Ltd.
3 ABA HILLEL ROAD STREET
RAMAT GAN
L3
52118
ISRAEL
0
0
1
0
Common Stock, par value $0.01 per share
2020-05-12
4
C
0
307692
A
1402077
I
See footnote
Common Stock, par value $0.01 per share
2020-05-12
4
C
0
211757
A
1613834
I
See footnote
Common Stock, par value $0.01 per share
2020-05-12
4
P
0
50000
15.00
A
1663834
I
See footnote
Common Stock, par value $0.01 per share
2020-05-12
4
P
0
500000
15.00
A
2163834
I
See footnote
Series A Preferred Stock, par value $0.01 per share
2020-05-12
4
C
0
307692
0
D
Common Stock
307692
0
I
See footnote
Series B Preferred Stock, par value $0.01 per share
2020-05-12
4
C
0
211757
0
D
Common Stock
307692
0
I
See footnote
Upon the closing of the Issuer's initial public offering on May 12, 2020, each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") of the Issuer immediately converted into one share of Common Stock of the Issuer in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation. Each share of Preferred Stock was convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's initial public offering and had no expiration date. Share numbers of Preferred Stock in this Statement give effect to the reverse split of each share of the Issuer's Common Stock into 0.5 shares of Common Stock, which was effective for the shares of Preferred Stock upon their conversion into Common Stock upon the closing of the Issuer's initial public offering.
All of the shares of Common Stock reported in this row are (and all of the Preferred Stock reported in this Statement were) directly held by Harel Insurance Company Ltd. ("Harel Insurance"), a wholly owned subsidiary of Harel Insurance Investments & Financial Services Ltd. ("Harel Holdings"), for Harel Insurance's own account. While Harel Insurance operates under independent management and makes independent voting and investment decisions, Harel Holdings may be deemed, by virtue of its ownership of Harel Insurance, to both beneficially own and have a pecuniary interest in all shares presently directly owned by Harel Insurance for Harel Insurance's own account.
Shares acquired upon the closing of the Issuer's initial public offering at the initial public offering price of $15.00 per share.
All of the shares of Common Stock reported in this row were acquired and are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by wholly owned subsidiaries of the Reporting Persons, each of which subsidiaries operates under independent management and makes independent voting and investment decisions. Consequently, (i) this Statement shall not be construed as an admission by the Reporting Persons that they are the beneficial owners of more than 1,663,834 shares of Common Stock reported in this Statement, except to the extent of their pecuniary interest therein and (ii) this joint filing shall not be deemed an affirmation that a group exists among the Reporting Persons for the purposes of the Securities Exchange Act of 1934 or for any other purpose.
HAREL INSURANCE COMPANY LTD. BY: /s/ Uri Rabinovitz, Vice President
2020-05-14
HAREL INSURANCE INVESTMENTS AND FINANCIAL SERVICES LTD. BY: /s/ Uri Rabinovitz, Vice President
2020-05-14