Teva Pharmaceutical Industries Ltd.

Director's Dealing • Feb 18, 2020

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

Instruction 1(b).

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

1. Name and Address of Reporting Person Fridriksdottir Hafrun			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
(Last) 5 Basel Street	(First) C/O Teva Pharmaceutical Industries Ltd.	(Middle)	3. Date of Earliest Transaction (Month/Day/Year) 02/14/2020	Officer (give title below)____ Other (specify below) X Executive VP, Global R&D
(Street) Petach Tikva (City)	L3 (State)	4951033 (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 (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)	6. Ownership Form:	7. Nature of Indirect Beneficial
			Code	V	Amount	(A) or (D)	Price	(Instr. 3 and 4)	Direct (D) or Indirect (I) (Instr. 4)	Ownership (Instr. 4)
(1) Ordinary Shares	02/14/2020		M		5,353	A	(2)	38,682.514	D
(1) Ordinary Shares	02/14/2020		M		17,850	A	(2)	56,532.514	D
(1) Ordinary Shares	02/14/2020		(3) S		2,647 (4)	D	\$12.1422 (5)	53,885.514	D
(1) Ordinary Shares	02/14/2020		(3) S		8,825 (4)	D	\$12.1422 (5)	45,060.514	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 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	(2)	02/14/2020		M			5,353	(6)	(6)	Ordinary Shares (1)	5,353	\$ 0	5,355	D
Restricted Share Units	(2)	02/14/2020		M			17,850	(7)	(7)	Ordinary Shares (1)	17,850	\$ 0	0	D

Explanation of Responses:

(1) The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

(2) 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.

(3) The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

(4) Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted share units listed in Table II.

• (5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from \$11.962 to \$12.2800, inclusive. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
• (6) Restricted share units were granted on February 14, 2017, with 5,353 vesting on each of February 14, 2019 and February 14, 2020 and 5,355 vesting on February 14, 2021.
• (7) Restricted share units were granted on February 11, 2020 pursuant to the satisfaction of performance criteria and vested on February 14, 2020.

/s/ Dov Bergwerk as attorney-in-fact for Hafrun Fridriksdottir 02/18/2020

**Signature of Reporting Person Date

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