Sec Form 3 Filing - SABBY MANAGEMENT, LLC @ Rosetta Genomics Ltd. - 2018-03-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
SABBY MANAGEMENT, LLC
2. Issuer Name and Ticker or Trading Symbol
Rosetta Genomics Ltd. [ ROSG]
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)
10 MOUNTAINVIEW ROAD, SUITE 205
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2018
(Street)
UPPER SADDLE RIVER, NJ07458
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
ADR Shares (each one equal to 2 ordinary shares) 713,230 I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 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 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
$598,000 Convertible Debenture due February 23, 2047 ( 1 ) ( 2 ) ( 3 ) $ 0.92 02/23/2017( 2 ) 02/23/2047 ADR Shares ( 2 ) 650,000 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
$1,885,000 Convertible Debenture due October, 2047 ( 1 ) ( 2 ) ( 3 ) $ 0.92 10/02/2017( 2 ) 10/02/2047 ADR Shares ( 2 ) 2,048,913 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
$19.7567 Strike Warrant ( 1 ) ( 2 ) ( 3 ) $ 19.7567 10/15/2015( 2 ) 10/15/2020 ADR Shares ( 2 ) 42,970 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
$0.92 Strike Warrant ( 1 ) ( 2 ) ( 3 ) $ 0.92 11/29/2016( 2 ) 11/29/2021 ADR Shares ( 2 ) 833,334 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
$1.15 Strike Warrant ( 1 ) ( 2 ) ( 3 ) $ 1.15 10/02/2017( 2 ) 10/02/2022 ADR Shares ( 2 ) 2,173,912 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
$1.50 Strike Warrant ( 1 ) ( 2 ) ( 3 ) $ 1.5 08/09/2017( 2 ) 08/09/2022 ADR Shares ( 2 ) 1,624,623 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SABBY MANAGEMENT, LLC
10 MOUNTAINVIEW ROAD
SUITE 205
UPPER SADDLE RIVER, NJ07458
X
Sabby Healthcare Master Fund, Ltd.
C/O SABBY MANAGEMENT, LLC
10 MOUNTAINVIEW ROAD, SUITE 205
UPPER SADDLE RIVER, NJ07458
X
Signatures
/s/ Robert Grundstein, COO and General Counsel of Sabby Management, LLC 03/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is being filed by Sabby Healthcare Master Fund, Ltd. ("SHMF"), Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"), Sabby Management, LLC ("Advisor") and Hal Mintz. Advisor is the investment manager of SHMF and SVWMF. Mr. Mintz is the manager of Advisor.
( 2 )The conversion or exercise of this security into shares is subject to a blocker, and the holder is not allowed to convert or exercise the security into shares if as a result of such conversion or exercise the holder (in the aggregate with its affiliates) would own in excess of 4.99% of the outstanding shares. As holder (in the aggregate with its affiliates) currently owns more than 4.99% of the outstanding shares, this security is not currently eligible for conversion or exercise into shares.
( 3 )The amount reported herein reflects the entire amount of Issuer's securities held by SHMF and SVWMF as of March 12, 2018. Each of the Advisor and Mr. Mintz disclaims, for purposes of Section 16 of tthe Securities Exchange Act of 1934 ("Section 16"), beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that either Advisor or Mr. Mintz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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