0000891092-16-011522.txt : 20160120 0000891092-16-011522.hdr.sgml : 20160120 20160120162005 ACCESSION NUMBER: 0000891092-16-011522 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160120 DATE AS OF CHANGE: 20160120 GROUP MEMBERS: JEREMY MINDICH GROUP MEMBERS: MATTHEW SIROVICH GROUP MEMBERS: SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP GROUP MEMBERS: SCOPIA WINDMILL FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NeuroDerm Ltd. CENTRAL INDEX KEY: 0001598696 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88692 FILM NUMBER: 161351207 BUSINESS ADDRESS: STREET 1: RUHRBERG SCIENCE BUILDING STREET 2: 3 PEKERIS ST. CITY: REHOVOT STATE: L3 ZIP: 7670203 BUSINESS PHONE: 97289462729 MAIL ADDRESS: STREET 1: RUHRBERG SCIENCE BUILDING STREET 2: 3 PEKERIS ST. CITY: REHOVOT STATE: L3 ZIP: 7670203 FORMER COMPANY: FORMER CONFORMED NAME: NeuroDerm, Ltd. DATE OF NAME CHANGE: 20140130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOPIA CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001279150 IRS NUMBER: 300711986 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-370-0303 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SCOPIA CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20130211 FORMER COMPANY: FORMER CONFORMED NAME: SCOPIA FUND MANAGEMENT LLC DATE OF NAME CHANGE: 20130116 FORMER COMPANY: FORMER CONFORMED NAME: SCOPIA FUND MANAGEMENT, LLC DATE OF NAME CHANGE: 20120410 SC 13G/A 1 e67838_13ga.htm SCHEDULE 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No.)*

NeuroDerm Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

M74231107

(CUSIP Number)

January 15, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

_________

(1)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

M74231107

1.	NAME OF REPORTING PERSONS: Scopia Capital Management LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 30-0711986



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	3,136,999

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	3,136,999

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,136,999

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	14.57%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO, IA

CUSIP No.

M74231107

1.	NAME OF REPORTING PERSONS: Scopia Windmill Fund LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 27-5099941



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	1,876,411

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	1,876,411

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,876,411

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.71%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No.

M74231107

1.	NAME OF REPORTING PERSONS: Scopia Health Care International Master Fund LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 98-1234375



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	1,092,198

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	1,092,198

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,092,198

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.07%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN, FI

CUSIP No.

M74231107

1.	NAME OF REPORTING PERSONS: Matthew Sirovich
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	3,136,999

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	3,136,999

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,136,999

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	14.57%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

CUSIP No.

M74231107

1.	NAME OF REPORTING PERSONS: Jeremy Mindich
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	3,136,999

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	3,136,999

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,136,999

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	14.57%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

CUSIP No.

M74231107

Item 1.	(a).	Name of Issuer:

		NeuroDerm Ltd.

(b).

Address of Issuer's Principal Executive Offices:

Ruhrberg Science Building

3 Pekeris Street

Rehovot 7670212, Israel

Item 2.

(a).

Name of Person Filing:

Scopia Capital Management LP

Scopia Windmill Fund LP

Scopia Health Care International Master Fund LP

Matthew Sirovich

Jeremy Mindich

(b).

Address or Principal Business Office or, if None, Residence:

The principal business office of Scopia Capital Management LP,

Scopia Windmill Fund LP,

Scopia Health Care International Master Fund LP,

Matthew Sirovich and Jeremy Mindich is:

152 West 57th Street, 33rd Fl

New York, NY 10019

(c).

Citizenship:

The citizenship of Matthew Sirovich and Jeremy Mindich is:

United States

Scopia Capital Management LP is a Delaware limited partnership

Scopia Windmill Fund LP is a Delaware limited partnership

Scopia Health Care International Master Fund LP is a Bermuda exempted, mutual fund, company.

	(d).	Title of Class of Securities:

		Ordinary Shares, par value NIS 0.01 per share

	(e).	CUSIP Number:

		M74231107

Item 3.

If this statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)	[_]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	[_]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	[_]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	[_]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	[_]	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	[_]	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	[_]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	[_]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)	[_]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	[_]	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	[_]	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No.

M74231107

Item 4.	Ownership.*

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	Scopia Capital Management LP

	(a)	Amount beneficially owned:

		3,136,999

	(b)	Percent of class:

		14.57%

(c)

Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote	0	,

		(ii)	Shared power to vote or to direct the vote	3,136,999

		(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)

Shared power to dispose or to direct the disposition of

3,136,999

Matthew Sirovich

	(a)	Amount beneficially owned:

		3,136,999

	(b)	Percent of class:

		14.57%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote	0	,

		(ii)	Shared power to vote or to direct the vote	3,136,999

		(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)

Shared power to dispose or to direct the disposition of

3,136,999

______________________

(1) Scopia Capital Management LP is filing as an investment adviser.

(2) Matthew Sirovich and Jeremy Mindich are filing as control persons of Scopia Capital Management LP.

Jeremy Mindich

	(a)	Amount beneficially owned:

		3,136,999

	(b)	Percent of class:

		14.57%

(c)

Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote	0	,

		(ii)	Shared power to vote or to direct the vote	3,136,999

		(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)

Shared power to dispose or to direct the disposition of

3,136,999

Scopia Windmill Fund LP

	(a)	Amount beneficially owned:

		1,876,411

	(b)	Percent of class:

		8.71%

(c)

Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote	0

		(ii)	Shared power to vote or to direct the vote	1,876,411

		(iii)	Sole power to dispose or to direct the disposition of	0

(iv)

Shared power to dispose or to direct the disposition of

1,876,411

Scopia Health Care International Master Fund LP

	(a)	Amount beneficially owned:

		1,092,198

	(b)	Percent of class:

		5.07%

(c)

Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote	0

		(ii)	Shared power to vote or to direct the vote	1,092,198

		(iii)	Sole power to dispose or to direct the disposition of	0

(iv)

Shared power to dispose or to direct the disposition of

1,092,198

Item 5.

Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b) (1) (ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.

	N/A

Item 8.

Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §§ 240.13d-1(c) or §§ 240.13d-1(d), attach an exhibit stating the identity of each member of the group.

	N/A

Item 9.	Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

	N/A

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	January 20, 2016
	(Date)


	SCOPIA CAPITAL MANAGEMENT LP

	By: /s/ Aaron Morse
	Name: Aaron Morse
	Title: COO

	By: /s/ Matthew Sirovich
	Name: Matthew Sirovich

	By: /s/ Jeremy Mindich
	Name: Jeremy Mindich

	SCOPIA WINDMILL FUND LP

	By: /s/ Aaron Morse
	Name: Aaron Morse
	Title: COO

	SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP

	By: /s/ Aaron Morse
	Name: Aaron Morse
	Title: COO

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G/A dated January 20, 2016 relating to the Ordinary Shares, par value NIS 0.01 per share of NeuroDerm Ltd. shall be filed on behalf of the undersigned.


	SCOPIA CAPITAL MANAGEMENT LP

	By: /s/ Aaron Morse
	Name: Aaron Morse
	Title: COO

	By: /s/ Matthew Sirovich
	Name: Matthew Sirovich

	By: /s/ Jeremy Mindich
	Name: Jeremy Mindich

	SCOPIA WINDMILL FUND LP

	By: /s/ Aaron Morse
	Name: Aaron Morse
	Title: COO

	SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP

	By: /s/ Aaron Morse
	Name: Aaron Morse
	Title: COO

SK 22124 0011 6903624