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