SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cohen Mark S

(Last)

(First)

(Middle)

C/O CELSUS THERAPEUTICS PLC

24 WEST 40TH STREET, 8TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2015

3. Issuer Name and Ticker or Trading Symbol
Celsus Therapeutics Plc. [ CLTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	1,389,557	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Ordinary Shares	08/28/2007⁽¹⁾	08/28/2017	Ordinary Shares	136,500	⁽²³⁾	D
Options to Purchase Ordinary Shares	03/19/2013⁽²⁾	03/19/2022	Ordinary Shares	75,000	$1.56	D
Options to Purchase Ordinary Shares	06/20/2012⁽³⁾	06/20/2022	Ordinary Shares	60,000	$1.56	D
Options to Purchase Ordinary Shares	04/26/2014⁽⁴⁾	04/29/2023	Ordinary Shares	100,000	$2	D
Options to Purchase Ordinary Shares	05/31/2014⁽⁵⁾	02/05/2024	Ordinary Shares	65,000	$0.75	D
Options to Purchase Ordinary Shares	06/01/2015⁽⁶⁾	07/22/2024	Ordinary Shares	65,000	$0.6	D
Options to Purchase Ordinary Shares	01/18/2005⁽⁷⁾	01/18/2015	Ordinary Shares	50,700	$0.016	I	Call options to purchase from Prof. Saul Yedgar
Options to Purchase Ordinary Shares	03/12/2007⁽⁸⁾	03/12/2017	Ordinary Shares	152,000	⁽²⁴⁾	I	Call options to purchase from Prof. Saul Yedgar
Warrants to Purchase Ordinary Shares	01/16/2012⁽⁹⁾	01/16/2017	Ordinary Shares	11,500	$2	D
Warrants to Purchase Ordinary Shares	02/12/2012⁽¹⁰⁾	02/12/2017	Ordinary Shares	12,500	$2	D
Warrants to Purchase Ordinary Shares	03/19/2012⁽¹¹⁾	03/19/2017	Ordinary Shares	12,500	$2	D
Warrants to Purchase Ordinary Shares	04/26/2012⁽¹²⁾	04/26/2017	Ordinary Shares	12,500	$2	D
Warrants to Purchase Ordinary Shares	05/22/2012⁽¹³⁾	05/22/2017	Ordinary Shares	10,000	$2	D
Warrants to Purchase Ordinary Shares	01/16/2013⁽¹⁴⁾	01/16/2017	Ordinary Shares	8,750	$2	D
Warrants to Purchase Ordinary Shares	01/31/2013⁽¹⁵⁾	01/31/2017	Ordinary Shares	8,750	$2	D
Warrants to Purchase Ordinary Shares	02/28/2013⁽¹⁶⁾	02/28/2017	Ordinary Shares	16,500	$2	D
Warrants to Purchase Ordinary Shares	03/20/2013⁽¹⁷⁾	03/20/2017	Ordinary Shares	12,500	$2	D
Warrants to Purchase Ordinary Shares	04/09/2013⁽¹⁸⁾	04/09/2017	Ordinary Shares	10,000	$2	D
Warrants to Purchase Ordinary Shares	04/29/2013⁽¹⁹⁾	04/29/2017	Ordinary Shares	8,500	$2	D
Warrants to Purchase Ordinary Shares	05/13/2013⁽²⁰⁾	05/13/2017	Ordinary Shares	10,000	$2	D
Warrants to Purchase Ordinary Shares	09/10/2013⁽²¹⁾	09/10/2017	Ordinary Shares	17,075	$2	D
Warrants to Purchase Ordinary Shares	09/17/2013⁽²²⁾	09/17/2017	Ordinary Shares	5,500	$2	D

Explanation of Responses:

1. 100% of the shares underlying the options vested on 8/28/2007.

2. 100% of the shares underlying the options vested on 3/19/2013.

3. 100% of the shares underlying the options vested on 6/20/2012.

4. 1/3 of shares underlying the options vest annually beginning on 4/26/2014.

5. 100% of the shares underlying the options vested on 5/31/2014.

6. 100% of the shares underlying the options will vest on 6/1/2015.

7. 100% of the shares underlying the options vested on 1/18/2005.

8. 100% of the shares underlying the options vested on 3/12/2007.

9. 100% of the shares underlying the warrants vested on 1/16/2012.

10. 100% of the shares underlying the warrants vested on 2/12/2012.

11. 100% of the shares underlying the warrants vested on 3/19/2012.

12. 100% of the shares underlying the warrants vested on 4/26/2012.

13. 100% of the shares underlying the warrants vested on 5/22/2012.

14. 100% of the shares underlying the warrants vested on 1/16/2013.

15. 100% of the shares underlying the warrants vested on 1/31/2013.

16. 100% of the shares underlying the warrants vested on 2/28/2013.

17. 100% of the shares underlying the warrants vested on 3/20/2013.

18. 100% of the shares underlying the warrants vested on 4/9/2013.

19. 100% of the shares underlying the warrants vested on 4/29/2013.

20. 100% of the shares underlying the warrants vested on 5/13/2013.

21. 100% of the shares underlying the warrants vested on 9/10/2013.

22. 100% of the shares underlying the warrants vested on 9/17/2013.

23. The exercise price for these options to purchase ordinary shares is 0.80 pound sterling.

24. The exercise price for these options to purchase ordinary shares is 0.01 pound sterling.

Remarks:

The Reporting Person is filing this form in connection with the Issuer transitioning from foreign private issuer to full reporting status as of January 1, 2015. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents ten (10) Ordinary Shares. Exhibit List - Exhibit 24 Power of Attorney.

	/s/ Mark Cohen	01/02/2015
	** Signature of Reporting Person	Date
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 5 (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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