Purple Biotech Ltd. — Major Shareholding Notification 2016

May 31, 2016

SC 13G/A 1 zk1618583.htm SC 13G/A

5/31/2016 zk1618564.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)*

Kitov Pharmaceuticals Holdings Ltd.

(Name ofIssuer)

Ordinary Shares, no par value pershare (Title of Class of Securities)

49803V107 (CUSIP Number)

May 20, 2016 (1) (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 13d1(b)
• ☒ Rule 13d1(c)
• ☐ Rule 13d1(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).

(1) This Amendment No. 2 to Schedule 13G amends and replaces in its entirety the Amendment No. 1 to Schedule 13G filed on May 26, 2016.

CUSIP No. 49803V107			13G		Page 2 of 8 Pages
1		NAME OF REPORTING PERSONS
	Sheer Roichman
2	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
	5 SOLE VOTING POWER
	2,473,780 (*)
NUMBER OF SHARES	6 SHARED VOTING POWER
BENEFICIALLY		2,771,100 (*)
OWNED BY EACH	7	SOLE DISPOSITIVE POWER
REPORTING PERSON WITH		2,473,780 (*)
	8	SHARED DISPOSITIVE POWER
		2,771,100 (*)
9			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,244,880 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	6.66% ()(*)
12	TYPE OF REPORTING PERSON (See instructions)
	IN

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 78,762,741 Ordinary Shares outstanding as of May 20, 2016 (as provided by the Issuer in its Registration Statement on Form F1 filed with the Securities and Exchange Commission on May 20, 2016).

CUSIP No. 49803V107			13G		Page 3 of 8 Pages
1	NAME OF REPORTING PERSONS
	Haiku Capital Ltd.
2	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
	5 SOLE VOTING POWER ­­
NUMBER OF	6 SHARED VOTING POWER
SHARES BENEFICIALLY		2,771,100 (*)
OWNED BY EACH REPORTING	7	SOLE DISPOSITIVE POWER
PERSON WITH		­­
	8	SHARED DISPOSITIVE POWER
		2,771,100 (*)
9			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,771,100 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	3.52% ()(*)
12	TYPE OF REPORTING PERSON (See instructions)
	CO

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 78,762,741 Ordinary Shares outstanding as of May 20, 2016 (as provided by the Issuer in its Registration Statement on Form F1 filed with the Securities and Exchange Commission on May 20, 2016).

3

Item 1.	(a)	Name of Issuer:
		Kitov Pharmaceuticals Holdings Ltd.
	(b)	Address of Issuer's Principal Executive Offices:
		One Azrieli Center, Round Tower, Tel Aviv 6701101, Israel
Item 2.	(a)	Name of Person Filing:
		Sheer Roichman
		Haiku Capital Ltd.
	(b)	Address of Principal Business Office:
		Sheer Roichman – 7 Ofir St., Tel Aviv 6901407, Israel
		Haiku Capital Ltd.– 7 Ofir St., Tel Aviv 6901407, Israel
	(c)	Citizenship or Place of Incorporation:
		Sheer Roichman – Israel
		Haiku Capital Ltd. – Israel
	(d)	Title of Class of Securities:
		Ordinary Shares, no par value pershare
	(e)	CUSIP Number:
		49803V107
Item 3.		Not applicable.
Item 4.		Ownership:
	(a)	Amount beneficially owned:
		See row 9 of cover page of each reporting person.

The securities reported herein were beneficially owned as follows: (i) 2,371,100 Ordinary Shares beneficially owned by Haiku Capital Ltd. ("Haiku Capital"), a company whollyowned by Mr. Roichman, (ii) options issued by the Issuer to Haiku Capital representing the right to purchase 400,000 Ordinary Shares, and (iii) 2,473,780 Ordinary Shares beneficially owned by Mr. Roichman.

4

	(b)	Percent of class:
		See row 11 of cover page of each reporting person
	(c)	Number ofshares as to which such person has:
		(i) Sole power to vote or to direct the vote:
		See row 5 of cover page of each reporting person
		(ii) Shared power to vote or to direct the vote:
		See row 6 of cover page of each reporting person and note in Item 4(a) above
		(iii) Sole power to dispose or to direct the disposition of:
		See row 7 of cover page of each reporting person
		(iv) Shared power to dispose or to direct the disposition of:
		See row 8 of cover page of each reporting person and note in Item 4(a) above
Item 5.		Ownership of Five Percent or Less of a Class:
		 Haiku Capital is no longer a beneficial owner of 5% or more of the Ordinary Shares of the Issuer.
Item 6.		Ownership of More than Five Percent on Behalf of Another:
		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.
		5

Item 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

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.

May 29, 2016

Sheer Roichman

/s/ Sheer Roichman

Haiku Capital Ltd.

/s/ Sheer Roichman By: Sheer Roichman, Director*

*Signature duly authorized by resolution of the Board of Directors, attached as Exhibit 2.

7

EXHIBIT NO. DESCRIPTION

• Exhibit 1 Joint Filing Agreement filed by and among the Reporting Persons, dated as of December 17, 2015 (incorporated by reference to Exhibit 1 of the Schedule 13G filed with the Securities and Exchange Commission on December 17, 2015).
• Exhibit 2 Resolution of the Board of Directors, Haiku Capital Ltd., dated as ofJanuary 29, 2006 (incorporated by reference to Exhibit 2 of the Schedule 13G filed with the Securities and Exchange Commission on December 17, 2015).