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^*

Chance Richard T.

(Last)

(First)

(Middle)

600 UNIVERSITY STREET,

SUITE 2409

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2016

3. Issuer Name and Ticker or Trading Symbol
Modsys International Ltd [ MDSY ]

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

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

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)
MDSY Common Stock	57,172	D
Ordinary Shares	5,208,167	I	By Mindus Holdings, LTD⁽¹⁾

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)
Restricted Stock Units	⁽²⁾	04/16/2026	Common Stock	50,000	$0.0	D

Explanation of Responses:

1. Pursuant to a Bonus Agreement between the Reporting Person and Mindus Holdings Ltd. ("Mindus"), the Reporting Person is entitled to receive 1.1% of the proceeds relating to any sale or transfer of, or any dividend or distribution on, such shares held by Mindus, less certain expenses, provided such sale, transfer, dividend or distribution occurs on or before December 1, 2024. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. 30,000 RSUs eligible to vest on April 16, 2017. 2,500 RSUs eligible to vest monthly afterward until December 16, 2017. Vesting does not happen until later of separation of employment or 12 months of service.

	/s/ Richard Chance	04/21/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.