4//SEC Filing
Harel Insurance Co LTD 4
Accession 0001178913-20-001490
CIK 0001797336other
Filed
May 13, 8:00 PM ET
Accepted
May 14, 8:30 PM ET
Size
19.5 KB
Accession
0001178913-20-001490
Insider Transaction Report
Form 4
Transactions
- Conversion
Common Stock, par value $0.01 per share
2020-05-12+211,757→ 1,613,834 total(indirect: See footnote) - Purchase
Common Stock, par value $0.01 per share
2020-05-12$15.00/sh+50,000$750,000→ 1,663,834 total(indirect: See footnote) - Purchase
Common Stock, par value $0.01 per share
2020-05-12$15.00/sh+500,000$7,500,000→ 2,163,834 total(indirect: See footnote) - Conversion
Series A Preferred Stock, par value $0.01 per share
2020-05-12−307,692→ 0 total(indirect: See footnote)→ Common Stock (307,692 underlying) - Conversion
Series B Preferred Stock, par value $0.01 per share
2020-05-12−211,757→ 0 total(indirect: See footnote)→ Common Stock (307,692 underlying) - Conversion
Common Stock, par value $0.01 per share
2020-05-12+307,692→ 1,402,077 total(indirect: See footnote)
Harel Insurance Co LTD
10% Owner
Transactions
- Conversion
Common Stock, par value $0.01 per share
2020-05-12+211,757→ 1,613,834 total(indirect: See footnote) - Purchase
Common Stock, par value $0.01 per share
2020-05-12$15.00/sh+500,000$7,500,000→ 2,163,834 total(indirect: See footnote) - Conversion
Common Stock, par value $0.01 per share
2020-05-12+307,692→ 1,402,077 total(indirect: See footnote) - Purchase
Common Stock, par value $0.01 per share
2020-05-12$15.00/sh+50,000$750,000→ 1,663,834 total(indirect: See footnote) - Conversion
Series A Preferred Stock, par value $0.01 per share
2020-05-12−307,692→ 0 total(indirect: See footnote)→ Common Stock (307,692 underlying) - Conversion
Series B Preferred Stock, par value $0.01 per share
2020-05-12−211,757→ 0 total(indirect: See footnote)→ Common Stock (307,692 underlying)
Footnotes (4)
- [F1]Upon the closing of the Issuer's initial public offering on May 12, 2020, each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") of the Issuer immediately converted into one share of Common Stock of the Issuer in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation. Each share of Preferred Stock was convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's initial public offering and had no expiration date. Share numbers of Preferred Stock in this Statement give effect to the reverse split of each share of the Issuer's Common Stock into 0.5 shares of Common Stock, which was effective for the shares of Preferred Stock upon their conversion into Common Stock upon the closing of the Issuer's initial public offering.
- [F2]All of the shares of Common Stock reported in this row are (and all of the Preferred Stock reported in this Statement were) directly held by Harel Insurance Company Ltd. ("Harel Insurance"), a wholly owned subsidiary of Harel Insurance Investments & Financial Services Ltd. ("Harel Holdings"), for Harel Insurance's own account. While Harel Insurance operates under independent management and makes independent voting and investment decisions, Harel Holdings may be deemed, by virtue of its ownership of Harel Insurance, to both beneficially own and have a pecuniary interest in all shares presently directly owned by Harel Insurance for Harel Insurance's own account.
- [F3]Shares acquired upon the closing of the Issuer's initial public offering at the initial public offering price of $15.00 per share.
- [F4]All of the shares of Common Stock reported in this row were acquired and are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by wholly owned subsidiaries of the Reporting Persons, each of which subsidiaries operates under independent management and makes independent voting and investment decisions. Consequently, (i) this Statement shall not be construed as an admission by the Reporting Persons that they are the beneficial owners of more than 1,663,834 shares of Common Stock reported in this Statement, except to the extent of their pecuniary interest therein and (ii) this joint filing shall not be deemed an affirmation that a group exists among the Reporting Persons for the purposes of the Securities Exchange Act of 1934 or for any other purpose.
Documents
Issuer
Ayala Pharmaceuticals, Inc.
CIK 0001797336
Entity typeother
Related Parties
1- filerCIK 0001666482
Filing Metadata
- Form type
- 4
- Filed
- May 13, 8:00 PM ET
- Accepted
- May 14, 8:30 PM ET
- Size
- 19.5 KB