Sec Form 4 Filing - Hershberger Kevin @ ReWalk Robotics Ltd. - 2017-10-04

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 Hershberger Kevin 2. Issuer Name and Ticker or Trading Symbol ReWalk Robotics Ltd. [ RWLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O REWALK ROBOTICS LTD., 3 HATNUFA ST. P.O. BOX 161 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2017 (Street) YOKNEAM ILIT, L320692203 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 Ordinary Shares, par value NIS 0.01 per share 10/05/2017 A 62,006 ( 1 ) A $ 0 95,676 I ESOP

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 (Right to buy) $ 19.62 10/04/2017 D 77,469 ( 2 ) 01/01/2025 Ordinary Shares 77,469 ( 2 ) 0 D Option (Right to buy) $ 7.3 10/04/2017 D 80,000 ( 3 ) 12/03/2025 Ordinary Shares 80,000 ( 3 ) 0 D Option (Right to buy) $ 9.4 10/04/2017 D 82,800 ( 4 ) 05/18/2026 Ordinary Shares, par value NIS 0.01 per share 82,800 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hershberger Kevin C/O REWALK ROBOTICS LTD. 3 HATNUFA ST. P.O. BOX 161 YOKNEAM ILIT, L320692203 Chief Financial Officer Signatures /s/ Kevin Hershberger 10/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 62,006 Ordinary Shares issuable upon the vesting of restricted stock units ("RSUs") granted under the ReWalk Robotics LTd. Incentive Compensation Plan (the "2014 Plan") on October 5, 2017 as part of the equity exchange program, which commenced on September 6, 2017 and expired on October 4, 2017. The RSUs vest in three equal annual installments starting on the first anniversary of the date of grant, and may only be settled in Ordinary Shares. ( 2 )Represents stock options granted under the 2014 Plan on January 1, 2015. The options were cancelled on October 4, 2017 as part of the equity exchange program and were replaced with RSUs. The cancelled options become vested and exercisable in 12 equal quarterly installments starting on the first anniversary of the date of grant. ( 3 )Represents stock options granted under the 2014 Plan on December 3, 2015. The options were cancelled on October 4, 2017 as part of the equity exchange program and were replaced with RSUs. The cancelled options become vested and exercisable in 12 equal quarterly installments starting on the first anniversary of the date of grant. ( 4 )Represents stock options granted under the 2014 Plan on May 18, 2016. The options were cancelled on October 4, 2017 as part of the equity exchange program and were replaced with RSUs. One-fourth of the cancelled options become vested and exercisable on the first anniversary of the date of the grant, with the remaining options vesting in twelve equal quarterly installments thereafter.

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).

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