SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of
(Amendment No. 1)*
(Name of Issuer)
(Title of Class of Securities)
Hadasit Medical Research Services & Development Ltd.,
P.O. Box 12000, Jerusalem 9112001 Israel
Attn: Carole Grumbach,
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* 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 disclosures provided in a prior cover page.
The information required on 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).
|CUSIP No. M2239P109||13G||Page 2 of 5 Pages|
|1.||NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hadasit Medical Research Services and Development Ltd.
|2.||CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|3.||SEC USE ONLY
|4.||CITIZENSHIP OR PLACE OF ORGANIZATION
|NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH||5.||SOLE VOTING POWER|
|6.||SHARED VOTING POWER|
|7.||SOLE DISPOSITIVE POWER|
|8.||SHARED DISPOSITIVE POWER|
|9.||AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|10.||CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|11.||PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|12.||TYPE OF REPORTING PERSON (see instructions)
|(1)||The percentages reported in this Amendment No. 1 to Schedule 13G are based upon 13,702,722 Ordinary shares outstanding as of December 31, 2014 (according to the prospectus supplement on Form F-3 filed by the Issuer with the Securities and Exchange Commission on January 9, 2015).|
|CUSIP No. M2239P109||13G||Page 3 of 5 Pages|
|(a)||Name of Issuer|
|(b)||Address of Issuer’s Principal Executive Offices|
Amot Investment Building, 2 Weizmann Street, Tel Aviv Israel 6423902
|(a)||Name of Person Filing|
Hadasit Medical Research Services & Development Ltd.
|(b)||Address of the Principal Office or, if none, residence|
Carole Grumbach, P.O. Box 12000, Jerusalem 9112001 Israel
|(d)||Title of Class of Securities|
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:
|(a)||¨||Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).|
|(b)||¨||Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).|
|(c)||¨||Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).|
|(d)||¨||Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).|
|(e)||¨||An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);|
|(f)||¨||An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);|
|(g)||¨||A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);|
|(h)||¨||A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);|
|(i)||¨||A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);|
|(j)||¨||Group, in accordance with §240.13d-1(b)(1)(ii)(J).|
|CUSIP No. M2239P109||13G||Page 4 of 5 Pages|
Item 4. Ownership.
Subsequent to the filing of the reporting person's Schedule 13G on February 14, 2014, the reporting person disposed of an amount of 618,968 Ordinary shares through the public market, resulting in an the decrease of the number of Ordinary shares owned by the reporting person as reflected below.
|(a)||Amount beneficially owned: 157,224|
|(b)||Percent of class: 1.1%(1)|
|(c)||Number of shares as to which the person has:|
|(i)||Sole power to vote or to direct the vote 157,224|
|(ii)||Shared power to vote or to direct the vote 0|
|(iii)||Sole power to dispose or to direct the disposition of 157,224|
|(iv)||Shared power to dispose or to direct the disposition of 0|
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 þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certification.
|(a)||The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):|
|By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.|
|(b)||The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):|
|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.|
|CUSIP No. M2239P109||13G||Page 5 of 5 Pages|
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.
/s/ Carole Grumbach