SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Almon Einat Brill

(Last)

(First)

(Middle)

C/O PROTALIX BIOTHERAPEUTICS, INC.

2 SNUNIT STREET, SCIENCE PARK, POB 455

(Street)

CARMIEL

20100

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Protalix BioTherapeutics, Inc. [ PLX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Product Development

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2009

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/15/2009		S		28,000⁽¹⁾	D	$9.39	0⁽²⁾	I	By trust⁽³⁾
Common Stock	10/16/2009		S		23,680⁽¹⁾	D	$9.39	0⁽²⁾	I	By trust⁽³⁾
Common Stock	10/19/2009		S		38,320⁽¹⁾	D	$9.43	0⁽²⁾	I	By trust⁽³⁾
Common Stock	10/19/2009		M		93,954	A	$0.399	0⁽²⁾	I	By trust⁽³⁾
Common Stock	10/19/2009		F		3,954	D	$9.48	0⁽²⁾	I	By trust⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$0.399	10/19/2009		M			93,954	⁽⁴⁾	05/23/2016	Common Stock	93,954	$0	4,740⁽⁵⁾	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

2. The reporting person acquired 90,000 shares of common stock upon the exercise of 93,954 outstanding options on a cash-less exercise basis, all of which shares were sold by the reporting person. The Company retained 3,954 shares of common stock in connection with the cashless exercise.

3. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee upon the exercise of stock options must be registered in the name of a trustee.

4. All these options are fully vested.

5. Does not include options to purchase 50,000 shares of common stock at an exercise price equal to $2.65 per share that expire on February 25, 2019, does not include options to purchase 232,108 shares of common stock at an exercise price equal to $0.972 per share that expire on August 13, 2016 and does not include options to purchase 311,272 shares of common stock at an exercise price equal to $5.00 per share that expire on February 7, 2018.

	/s/ Yossi Maimon	10/19/2009
	** 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 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).
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