Sec Form 4 Filing - Darivoff Philip @ Integrity Applications, Inc. - 2017-03-08

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Darivoff Philip 2. Issuer Name and Ticker or Trading Symbol Integrity Applications, Inc. [ IGAP] 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 INTEGRITY APPLICATIONS, INC., 19 HA'YAHALOMIM ST P.O. BOX 12163 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2017 (Street) ASHDOD, L37760049 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 Series C 5.5% Convertible Preferred Stock $ 4.5 ( 1 ) 03/08/2017 P 1,000 03/08/2017 ( 2 ) Common Stock, par value $0.001 per share 222,223 ( 3 ) ( 4 ) 1,000 I By Vayikra Capital, LLC ( 5 ) Series C-1 Warrants $ 4.5 ( 6 ) 03/08/2017 P 222,223 11/30/2016 03/08/2022 Common Stock, par value $0.001 per share 222,223 ( 3 ) ( 4 ) 222,223 I By Vayikra Capital, LLC ( 5 ) Series C-2 Warrants $ 7.75 ( 6 ) 03/08/2017 P 222,223 03/08/2017 03/08/2022 Common Stock, par value $0.001 per share 222,223 ( 3 ) ( 4 ) 222,223 I By Vayikra Capital, LLC ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Darivoff Philip C/O INTEGRITY APPLICATIONS, INC. 19 HA'YAHALOMIM ST P.O. BOX 12163 ASHDOD, L37760049 X Signatures /s/ Philip Darivoff 03/14/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Footnote 1 is attached hereto as Exhibit 99.1. ( 2 )The Series C 5.5% Convertible Preferred Stock has no expiration date. ( 3 )The Reporting Person has acquired Units consisting of: (a) 1,000 shares of Series C 5.5% Convertible Preferred Stock, convertible into 66,667 shares of Common Stock; (b) Series C-1 Warrants, exercisable into 222,223 shares of Common Stock; and (c) Series C-2 Warrants, exercisable into 222,223 shares of Common Stock. The conversion of such Series C 5.5% Convertible Preferred Stock, Series C-1 Warrants and Series C-2 Warrants is subject to a beneficial ownership limitation which provides that Vayikra Capital, LLC is not permitted to convert such securities if such conversion would cause the Reporting Person to beneficially own more than 9.99% of the shares of Common Stock outstanding after giving effect to such conversion. The amount of shares of Common Stock of which such Series C 5.5% Convertible Preferred Stock, Series C-1 Warrants and Series C-2 Warrants are convertible into or exercisable for was calculated without giving effect to any ownership limitation of the Reporting Person. ( 4 )The reported securities are included within 1,000 Units purchased by the reporting person for $1,000 per Unit. Each Unit consists of (a) one share of Series C 5.5% Convertible Preferred Stock; (b) one warrant to purchase up to a number of shares of common stock equal to 100% of the number of shares of common stock issuable upon conversion of one share of Series C 5.5% Convertible Preferred Stock, at an initial exercise price of $4.50 per share; and (c) one warrant to purchase up to a number of shares of common stock equal to 100% of the number of shares of common stock issuable upon conversion of one share of Series C 5.5% Preferred Stock, at an initial exercise price of $7.75 per share. ( 5 )The securities are held by Vayikra Capital, LLC, of which the Reporting Person is the sole member. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 6 )The exercise price of the Series C-1 Warrants and the Series C-2 Warrants will be subject to adjustment upon the occurrence of those items listed in footnote 1 (with the exception of subsection (b) thereof).

Remarks: Exhibit ListExhibit 99.1 - Footnote 1

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.