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*
Ambrogi Michael J.
(Last) (First) (Middle)
C/O NOVOCURE INC.
20 VALLEY STREAM PARKWAY, SUITE 300
(Street)
MALVERN PA 19355
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NovoCure Ltd [ NVCR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2020
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)
Code V Amount (A) or (D) Price
Ordinary Shares 07/21/2020 M 300 A $11.46 221,167 D
Ordinary Shares 07/21/2020 S 300 D $65.067(1) 220,867 D
Ordinary Shares 07/21/2020 M 3,021 A $21.15 223,888 D
Ordinary Shares 07/21/2020 S 3,021 D $65.062(2) 220,867 D
Ordinary Shares 07/22/2020 M 8,426 A $11.46 229,293 D
Ordinary Shares 07/22/2020 S 400 D $65.525(3) 228,893 D
Ordinary Shares 07/22/2020 S 4,228 D $66.766(4) 224,665 D
Ordinary Shares 07/22/2020 S 3,798 D $67.476(5) 220,867 D
Ordinary Shares 07/22/2020 M 3,774 A $11.46 224,641 D
Ordinary Shares 07/22/2020 S 1,151 D $66.498(6) 223,490 D
Ordinary Shares 07/22/2020 S 2,623 D $67.278(7) 220,867 D
Ordinary Shares 07/22/2020 M 30,772 A $21.15 251,639 D
Ordinary Shares 07/22/2020 S 1,380 D $65.489(8) 250,259 D
Ordinary Shares 07/22/2020 S 12,217 D $66.656(9) 238,042 D
Ordinary Shares 07/22/2020 S 17,175 D $67.393(10) 220,867 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Buy Ordinary Shares $11.46 07/21/2020 M 300 (11) 02/24/2026 Ordinary Shares 300 $0 8,426 D
Options to Buy Ordinary Shares $21.15 07/21/2020 M 3,021 (12) 02/26/2028 Ordinary Shares 3,021 $0 98,358 D
Options to Buy Ordinary Shares $11.46 07/22/2020 M 8,426 (11) 02/24/2026 Ordinary Shares 8,426 $0 0 D
Options to Buy Ordinary Shares $11.46 07/22/2020 M 3,774 (11) 02/24/2026 Ordinary Shares 3,774 $0 0 D
Options to Buy Ordinary Shares $21.15 07/22/2020 M 30,772 (13) 02/26/2028 Ordinary Shares 30,772 $0 67,586 D
Explanation of Responses:
1. On July 21, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 300 shares in multiple trades at prices ranging from $65.00 to $65.11. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
2. On July 21, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 3,021 shares in multiple trades at prices ranging from $65.00 to $65.31. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
3. On July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 400 shares in multiple trades at prices ranging from $65.16 to $65.82. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
4. On July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 4,228 shares in multiple trades at prices ranging from $66.21 to $67.19. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
5. On July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 3,798 shares in multiple trades at prices ranging from $67.21 to $67.80. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
6. On July 21, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 1,151 shares in multiple trades at prices ranging from $65.76 to $66.75. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
7. On July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 2,623 shares in multiple trades at prices ranging from $66.79 to $67.64. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
8. On July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 1,380 shares in multiple trades at prices ranging from $65.00 to $65.92. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
9. On July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 12,217 shares in multiple trades at prices ranging from $66.03 to $67.02. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
10. On July 22, 2020, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ambrogi, Mr. Ambrogi sold 17,175 shares in multiple trades at prices ranging from $67.04 to $67.94. The price reported above reflects the weighted average sale price. Mr. Ambrogi hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer upon request, full information regarding the number of shares and prices at which the transaction was effected.
11. Fully vested as of the date hereof.
12. Fully-vested as of the date hereof except for options to purchase 67,586 ordinary shares, which will vest in equal installments on each of 2/26/21 and 2/26/22, subject to the reporting person's continued employment through such dates.
13. Options to purchase 67,586 ordinary shares will vest and become exercisable in equal installments on each of 2/26/21 and 2/26/22, subject to the reporting person's continued employment through such dates.
Remarks:
By: /s/ Steven Robbins, Attorney in Fact for Michael J. Ambrogi 07/23/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.