Sec Form 4 Filing - Danenberg Noam @ Wize Pharma, Inc. - 2018-04-04

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 Danenberg Noam 2. Issuer Name and Ticker or Trading Symbol Wize Pharma, Inc. [ WIZP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O WIZE PHARMA, INC., 24 HANAGAR STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2018 (Street) HOD HASHARON, L34527708 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 Restricted Stock Units (RSUs) 04/04/2018 A( 1 ) 40,100 A $ 0 ( 2 ) 98,515 ( 3 ) 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) $ 3.59 04/04/2018 A 36,000 ( 4 ) 04/04/2025 Common Stock 36,000 $ 0 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Danenberg Noam C/O WIZE PHARMA, INC. 24 HANAGAR STREET HOD HASHARON, L34527708 Chief Operating Officer Signatures /s/ Or Eisenberg, Attorney-in-Fact 05/01/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The RSUs were fully vested upon grant. ( 2 )The RSUs were granted as compensation for services as the COO of the Issuer. ( 3 )Represents (i) 58,415 shares of the Issuer's Common Stock which are held by Mr. Danenberg through a company where Mr. Danenberg holds a minority interest and he does not serve as a director or an officer and (ii) 40,100 shares of Common Stock which were issued to N. Danenberg Holdings (2000) Ltd., a services company wholly owned by Mr. Danenberg ("Danenberg Holdings"), upon the vesting of RSUs that were granted by the Issuer on April 4, 2018. ( 4 )The Stock Option is exercisable in twelve equal installments over the three year period from the date of grant. ( 5 )The Stock Option was granted to Danenberg Holdings as compensation for services as the COO 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).

** 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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