Galmed Pharmaceuticals Ltd. — Major Shareholding Notification 2016

Feb 16, 2016

SC 13G/A 1 v431877_sc13ga.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Galmed Pharmaceuticals Ltd.

(Name of Issuer)

Ordinary Shares, NIS 0.01 par value

(Title of Class of Securities)

M47238106

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. M47238106 SCHEDULE 13G Page 2 of 7 Pages

| 1 — 2 | NAME OF REPORTING PERSONS G.
Yarom Medical Research Ltd. — CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ | | |
| --- | --- | --- | --- |
| 3 | SEC USE ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | | |
| NUMBER OF | 5 | SOLE VOTING POWER | -0- |
| SHARES BENEFICIALLY | 6 | SHARED VOTING POWER | 3,416,823 |
| OWNED BY EACH | 7 | SOLE DISPOSITIVE POWER | -0- |
| REPORTING PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 3,416,823 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 3,416,823 | | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 30.8%
(1) | | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | | |

(1) Based on 11,100,453 Ordinary Shares issued and outstanding as of December 31, 2015, which amount was provided by the Issuer.

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CUSIP No. M47238106 SCHEDULE 13G Page 3 of 7 Pages

| 1 — 2 | NAME OF REPORTING PERSONS Allen
Baharaff — CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ | | |
| --- | --- | --- | --- |
| 3 | SEC USE ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | | |
| NUMBER OF | 5 | SOLE VOTING POWER | 746,122 (1) |
| SHARES BENEFICIALLY | 6 | SHARED VOTING POWER | 3,416,823 (2) |
| OWNED BY EACH | 7 | SOLE DISPOSITIVE POWER | 746,122 (1) |
| REPORTING PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 3,416,823 (2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,162,945
(1) (2) | | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 35.2%
(3) | | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | | |

(1) Includes: (i) 742,122 Ordinary Shares issuable upon the exercise of options that are currently exercisable or will be exercisable within 60 days from the date hereof (the “ Options ”); and (ii) 4,000 Ordinary Shares held by Mr. Baharaff, which were purchased in the open market.

(2) Includes 3,416,823 Ordinary Shares held by G. Yarom Medical Research Ltd. Mr. Allen Baharaff is the controlling shareholder and chairman of the board of directors of G. Yarom Medical Research Ltd.

(3) Based on 11,100,453 Ordinary Shares issued and outstanding as of December 31, 2015, plus the Ordinary Shares issuable upon the exercise of the Options, which amounts were provided by the Issuer.

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CUSIP No. M47238106 SCHEDULE 13G Page 4 of 7 Pages

Item 1(a).	Name of Issuer:
	Galmed
Pharmaceuticals Ltd.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	16 Tiomkin St. (4 th floor)
	Tel Aviv, Israel 6578317
Item 2(a).	Name of Person Filing:
	This Schedule 13G is being filed
by each of G. Yarom Medical Research Ltd., a company incorporated under the laws of the State of Israel, and Mr. Allen Baharaff
(each, a “ Reporting Person ” and together, the “ Reporting Persons ”).
	The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange
Act of 1934, as amended.
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	The address of the principal business
office of each Reporting Person is 16 Tiomkin St. (4 th floor), Tel Aviv, Israel 6578317
Item 2(c).	Citizenship:
	G. Yarom Medical Research Ltd.
is a company incorporated under the laws of the State of Israel.
	Mr. Allen Baharaff is a citizen
of the State of Israel.
Item 2(d).	Title of Class of Securities:
	Ordinary Shares, par value NIS
0.01 per share (“ Ordinary Shares ”).
Item 2(e).	CUSIP Number:
	M47238106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
	Not applicable.
Item 4.	Ownership:
	Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:
	Mr. Allen Baharaff
is the controlling shareholder of G. Yarom Medical Research Ltd. Because of the foregoing relationships, each Reporting Person
may be deemed to have voting and dispositive power over the reported securities and may also be deemed to be the beneficial owner
of these securities.

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CUSIP No. M47238106 SCHEDULE 13G Page 5 of 7 Pages

(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s) to Item 11 on the attached cover page(s).
(c)	Number of shares as to which such person has:

(i)	Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
(ii)	Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover
page(s).
(iii)	Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
(iv)	Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

| Item 5. | Ownership
of Five Percent or Less of a Class. |
| --- | --- |
| | If this Statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following. ¨ |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| | Not applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person. |
| | Not applicable. |
| Item 8. | Identification and Classification of Members of the Group. |
| | Not applicable. |
| Item 9. | Notice of Dissolution of Group. |
| | Not applicable. |
| Item 10. | Certifications. |
| | Not applicable. |

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CUSIP No. M47238106 SCHEDULE 13G Page 6 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2016
By:	/s/ Allen Baharaff
	Allen Baharaff Director

Dated: February 14, 2016
Allen Baharaff

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CUSIP No. M47238106 SCHEDULE 13G Page 7 of 7 Pages

EXHIBIT A

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of the Ordinary Shares of Galmed Pharmaceuticals Ltd. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

Dated: February 14, 2016
By:	/s/ Allen Baharaff
	Allen Baharaff Director

Dated: February 14, 2016
Allen Baharaff

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