Sec Form 4 Filing - FASHEK CHRISTOPHER M @ NanoVibronix, Inc. - 2023-11-15

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 FASHEK CHRISTOPHER M 2. Issuer Name and Ticker or Trading Symbol NanoVibronix, Inc. [ NAOV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NANOVIBRONIX, INC., 525 EXECUTIVE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2023 (Street) ELMSFORD, NY10523 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

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 Option to Purchase Common Stock $ 1.24 11/15/2023 A 14,000 ( 1 ) 11/15/2033 Common Stock 14,000 $ 0 14,000 D Options to Purchase Common Stock $ 20.2 11/29/2023 D 1,125 ( 2 ) 08/14/2028 Common Stock 1,125 $ 0 ( 5 ) 0 D Options to Purchase Common Stock $ 41.4 11/29/2023 D 2,100 07/07/2020 07/07/2030 Common Stock 2,100 $ 0 ( 5 ) 0 D Options to Purchase Common Stock $ 14.4 11/29/2023 D 2,500 10/01/2020 10/01/2030 Common Stock 2,500 $ 0 ( 5 ) 0 D Options to Purchase Common Stock $ 16.8 11/29/2023 D 6,000 ( 3 ) 12/22/2030 Common Stock 6,000 $ 0 ( 5 ) 0 D Options to Purchase Common Stock $ 20.2 11/29/2023 D 4,000 ( 4 ) 12/28/2031 Common Stock 4,000 $ 0 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FASHEK CHRISTOPHER M C/O NANOVIBRONIX, INC. 525 EXECUTIVE BOULEVARD ELMSFORD, NY10523 X Signatures /s/ Christopher M. Fashek 12/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )100% of the option vested on November 15, 2023, in accordance with that certain option agreement entered into by and between the Issuer and the reporting person and the NanoVibronix, Inc. 2014 Long-Term Incentive Plan. ( 2 )The option vested in two equal installments as follows: (i) 1/2 of the total shares on November 1, 2018, and (ii) 1/2 of the total shares on November 1, 2019. ( 3 )20% of the option vested on December 22, 2020 (the "2020 Date of Grant"), with an additional 20% vested on the three month anniversary of the 2020 Date of Grant, a further 20% vested on the six month anniversary of the 2020 Date of Grant, a further 20% vested on the nine month anniversary of the 2020 Date of Grant, and the final 20% vested on the year anniversary of the 2020 Date of Grant, in accordance with that certain option agreement entered into by and between the Issuer and the reporting person and the NanoVibronix, Inc. 2014 Long-Term Incentive Plan. ( 4 )25% of the option vested on December 29, 2021 (the "2021 Date of Grant"), with an additional 25% vested on the three-month anniversary of the 2021 Date of Grant, a further 25% vested on the six-month anniversary of the 2021 Date of Grant, and the final 25% vested on the nine-month anniversary of the 2021 Date of Grant, in accordance with that certain option agreement entered into by and between the Issuer and the reporting person and the NanoVibronix, Inc. 2014 Long-Term Incentive Plan. ( 5 )The options were canceled by mutual agreement of the reporting person and NanoVibronix, Inc. The reporting person received $1.00 as the aggregate consideration for the cancellations.

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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