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*
Danenberg Noam
(Last) (First) (Middle)
C/O WIZE PHARMA, INC.
24 HANAGAR STREET
(Street)
HOD HASHARON L3 4527708
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wize Pharma, Inc. [ WIZP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020
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)
Code V Amount (A) or (D) Price
Common Stock 12/29/2020 X 125,000 A (1) 1,077,681 D
Common Stock 12/29/2020 S(2) 962 D (1) 1,076,719 D
Common Stock 12/29/2020 X 1,505,162 A (1) 2,581,881 I See Footnote(5)
Common Stock 12/29/2020 S(3) 12,543 D (1) 2,569,338 I See Footnote(5)
Common Stock 12/29/2020 X 173,607 A (1) 2,742,945 I See Footnote(5)
Common Stock 12/29/2020 S(4) 1,447 D (1) 2,741,498 I See Footnote(5)
Common Stock 12/29/2020 X 63,236 A (1) 2,804,734 I See Footnote(5)
Common Stock 12/29/2020 S(5) 507 D (1) 2,804,227 I See Footnote(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $0.16 12/29/2020 X 125,000 04/21/2019 10/23/2023 Common Stock 125,000 $0 0 D
Warrant (right to buy) $0.27 12/29/2020 X 1,505,162 (7) 12/12/2024 Common Stock 1,505,162 $0 0 I See Footnote(6)
Warrant (right to buy) $0.16 12/29/2020 X 173,607 05/31/2019 05/30/2021 Common Stock 173,607 $0 0 I See Footnote(6)
Future Investment Rights $0.27 12/29/2020 X 63,236 12/13/2019 12/12/2024 Common Stock 63,236 $0 0 I See Footnote(6)
Explanation of Responses:
1. On December 23, 2020 the registrant has voluntary reduced the exercise price of warrants to $0.001. The reporting person exercised a warrant to purchase shares of the registrant's common stock for the reduced exercise price.
2. On December 29, 2020 the reporting person exercised a warrant to purchase 125,000 shares of the registrant's common stock for $0.16 a share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding of 962 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 124,038 shares.
3. On December 29, 2020 the reporting person exercised a warrant to purchase 1,505,162 shares of the registrant's common stock for $0.27 a share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding of 12,543 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,492,619 shares.
4. On December 29, 2020 the reporting person exercised a warrant to purchase 173,607 shares of the registrant's common stock for $0.16 a share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding of 1,447 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 172,160 shares.
5. On December 29, 2020 the reporting person exercised a warrant to purchase 63,236 shares of the registrant's common stock for $0.27 a share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding of 507 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 62,729 shares.
6. Securities held by Mobigo Inc.
7. Exercisable five days following the public announcement of positive clinical data results for LO2A.
/s/ Noam Dannenberg 12/31/2020
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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