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Teva Pharmaceutical Industries Ltd.

Regulatory Filings Aug 3, 2022

7082_rns_2022-08-03_2fb670e7-d38f-4865-9525-6bfab261b24b.pdf

Regulatory Filings

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FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may

continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

Hughes 1. Name and Address of Reporting Person
Eric
A. 2. Issuer Name and Ticker or Trading Symbol
Teva Pharmaceutical Industries Ltd. [TEVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_ Director
_ 10% Owner
Officer (give title below)____ Other (specify below)
X
See "Remarks"
(Last)
C/O 124 Dvora HaNevi'a St.
(First)
Teva Pharmaceutical Industries Ltd.
(Middle) 3. Date of Earliest Transaction (Month/Day/Year)
08/01/2022
(Street)
Tel Aviv
(City)
L3
(State)
(Zip) 4. If Amendment, Date 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 2. Transaction 2A. Deemed 3. Transaction 4. Securities Acquired 5. Amount of Securities Beneficially 6. 7. Nature of
(Instr. 3) Date Execution Date, if Code (A) or Disposed of (D) Owned Following Reported Ownership Indirect
(Month/Day/Year) any (Instr. 8) (Instr. 3, 4 and 5) Transaction(s) Form: Beneficial
(Month/Day/Year) (Instr. 3 and 4) Direct (D) Ownership
or Indirect (Instr. 4)
(A) or (I)
Code V Amount (D) Price (Instr. 4)

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
Underlying Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)
9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
10.
Ownership
Form of
Derivative
Security:
Direct (D)
or Indirect
(I)
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount or
Number of
Shares
(Instr. 4) (Instr. 4)
Restricted
Share
Units
(1) 08/01/2022 A 210,970 (2) (2) Ordinary
Shares
(3)
210,970 \$
0
210,970 D

Explanation of Responses:

  • (1) Each restricted share unit represents a contingent right to receive, at settlement, one ordinary share or, at the option of the Human Resources and Compensation Committee, the cash value of one ordinary share.
  • (2) Restricted share units were granted on August 1, 2022, with 52,742 vesting on each of August 1, 2023, August 1, 2024 and August 1, 2025 and 52,744 vesting on August 1, 2026.
  • (3) The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

Remarks:

Executive Vice President, Global R&D and Chief Medical Officer

/s/ Dov Bergwerk as attorney-in-fact for Eric A. Hughes 08/03/2022

**Signature of Reporting Person Date

* 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.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS

KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Dov Bergwerk, Shira Aran-Porat and Dikla Tadmor signing singly, as the undersigneds true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Teva Pharmaceutical Industries Limited, a company incorporated under the law of Israel, or any successor thereto (the "Company"), with the U.S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");

(2) seek or obtain, as the undersigneds representative and on the undersigneds behalf, information of transactions in the Companys securities from any third-party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact is necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared, executed, acknowledged and/or delivered by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigneds responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of July, 2022.

By: /s/ Eric A. Hughes Name: Eric A. Hughes Title: Executive Vice President, Global R&D and Chief Medical Officer

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