Sec Form 4 Filing - Rabinowitz Michael @ ORAMED PHARMACEUTICALS INC. - 2021-08-04

Insider filing report for Changes in Beneficial Ownership
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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
Rabinowitz Michael
2. Issuer Name and Ticker or Trading Symbol
ORAMED PHARMACEUTICALS INC. [ ORMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
(Last) (First) (Middle)
1185 AVENUE OF THE AMERICAS, THIRD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/04/2021
(Street)
NEW YORK,, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 ( 1 ) 08/04/2021( 2 ) A 100,000 A $ 0 100,000 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 (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 Beneficially 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
Stock Option (right to buy) $ 15.1 08/04/2021 A 100,000 ( 3 ) 08/04/2031 Common Stock 100,000 $ 0 100,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rabinowitz Michael
1185 AVENUE OF THE AMERICAS, THIRD FLOOR
NEW YORK,, NY10036
Chief Commercial Officer
Signatures
/s/ Michael Rabinowitz 08/06/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common stock underlying Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 2 )The RSUs will vest as follows: 33,333 shall vest if the closing price per share of the Issuer's common stock will be $15 for at least 20 days, 33,333 shall vest if the closing price per share of the Issuer's common stock will be $25 for at least 20 days, and 33,334 shall vest if the Issuer consummates an arm's length licensing or other strategic transaction, that includes its phase 3 oral insulin product, for no less than $50,000,000 in upfront cash (including proceeds from any upfront stock equity purchase).
( 3 )The Stock Options will vest in five installments as follows: 12,500 shall vest on December 31, 2021, 25,000 shall vest on each of December 31, 2022, December 31, 2023 and December 31, 2024, and 12,500 shall vest on August 4, 2025.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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