Sec Form 4 Filing - Pomona Capital VII, L.P. @ Novocure Ltd - 2017-06-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pomona Capital VII, L.P. 2. Issuer Name and Ticker or Trading Symbol Novocure Ltd [ NVCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 780 THIRD AVE, 46TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2017 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/23/2017 S 670,042 D $ 17.3377 ( 1 ) 6,128,799 D ( 2 ) Common Stock 06/23/2017 S 303,149 D $ 17.3377 ( 1 ) 2,772,870 D ( 3 ) Common Stock 06/26/2017 S 68,396 D $ 17.4569 ( 4 ) 6,060,403 D ( 2 ) Common Stock 06/26/2017 S 30,945 D $ 17.4569 ( 4 ) 2,741,925 D ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Be neficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pomona Capital VII, L.P. 780 THIRD AVE, 46TH FLOOR NEW YORK, NY10017 X Pomona Capital VII Fund Investors, L.P. 780 THIRD AVE, 46TH FLOOR NEW YORK, NY10017 X Pomona Associates VII, L.P. 780 THIRD AVE, 46TH FLOOR NEW YORK, NY10017 X Pomona Secondary Associates VII LLC 780 THIRD AVE, 46TH FLOOR NEW YORK, NY10017 X Pomona G.P. Holdings LLC 780 THIRD AVE, 46TH FLOOR NEW YORK, NY10017 X GRANOFF MICHAEL D 780 THIRD AVE, 46TH FLOOR NEW YORK, NY10017 X JANIS FRANCES 780 THIRD AVE, 46TH FLOOR NEW YORK, NY10017 X FUTRELL STEVE 780 THIRD AVE, 46TH FLOOR NEW YORK, NY10017 X Signatures /s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC, general partner of Pomona Associates VII, L.P., general partner of Pomona Capital VII, L.P. 06/27/2017 Signature of Reporting Person Date /s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC, general partner of Pomona Associates VII, L.P., Class A general partner of Pomona Capital VII Fund Investors, L.P. 06/27/2017 Signature of Reporting Person Date /s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC, Class B general partner of Pomona Capital VII Fund Investors, L.P. 06/27/2017 Signature of Reporting Person Date /s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC, general partner of Pomona Associates, L.P. 06/27/2017 Signature of Reporting Person Date /s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC 06/27/2017 Signature of Reporting Person Date /s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC 06/27/2017 Signature of Reporting Person Date /s/ Michael D. Granoff 06/27/2017 Signature of Reporting Person Date s/ Frances N. Janis 06/27/2017 Signature of Reporting Person Date /s/ Stephen M. Futrell 06/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction was executed in multiple trades at prices ranging from $17.10 to $17.85. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. ( 2 )The shares are held directly by Pomona Capital VII, L.P. ("PC VII"). The sole member of PC VII is Pomona Associates VII, L.P. ("PCVII GP"). The general partner of PCVII GP is Pomona Secondary Associates VII LLC ("PCVII LLC"). The sole member of PCVII LLC is Pomona G.P. Holdings LLC ("Holdings LLC"). The individual managers of Holdings LLC are Michael D. Granoff ("Granoff"), Frances N. Janis ("Janis") and Stephen M. Futrell ("Futrell") and, as such, each of PCVII GP, PCVII LLC, Holdings LLC, Granoff, Janis and Futrell exercises shared voting and investment power over the shares held of record by PC VII. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of it or his pecuniary interest therein, if any. ( 3 )The shares are held directly by Pomona Capital VII Fund Investors, L.P. ("PC VII FI"). The Class A general partner of PC VII FI is PCVII GP and the Class B general partner of PC VII FI is PCVII LLC. The general partner of PCVII GP is also PCVII LLC. The sole member of PCVII LLC is Holdings LLC. The individual managers of Holdings LLC are Granoff, Janis and Futrell and, as such, each of PCVII GP, PCVII LLC, Holdings LLC, Granoff, Janis and Futrell exercises shared voting and investment power over the shares held of record by PC VII FI. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any. ( 4 )The transaction was executed in multiple trades at prices ranging from $17.10 to $17.70. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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