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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/12/2018 |
3. Issuer Name and Ticker or Trading Symbol
Rosetta Genomics Ltd. [ ROSG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
ADR Shares (each one equal to 2 ordinary shares) | 713,230 | I(1)(3) | See Footnotes(1)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
$598,000 Convertible Debenture due February 23, 2047(1)(2)(3) | 02/23/2017(2) | 02/23/2047 | ADR Shares(2) | 650,000(2) | $0.92 | I(1)(3) | See Footnotes(1)(2)(3) |
$1,885,000 Convertible Debenture due October, 2047(1)(2)(3) | 10/02/2017(2) | 10/02/2047 | ADR Shares(2) | 2,048,913(2) | $0.92 | I(1)(3) | See Footnotes(1)(2)(3) |
$19.7567 Strike Warrant(1)(2)(3) | 10/15/2015(2) | 10/15/2020 | ADR Shares(2) | 42,970(2) | $19.7567 | I(1)(3) | See Footnotes(1)(2)(3) |
$0.92 Strike Warrant(1)(2)(3) | 11/29/2016(2) | 11/29/2021 | ADR Shares(2) | 833,334(2) | $0.92 | I(1)(3) | See Footnotes(1)(2)(3) |
$1.15 Strike Warrant(1)(2)(3) | 10/02/2017(2) | 10/02/2022 | ADR Shares(2) | 2,173,912(2) | $1.15 | I(1)(3) | See Footnotes(1)(2)(3) |
$1.50 Strike Warrant(1)(2)(3) | 08/09/2017(2) | 08/09/2022 | ADR Shares(2) | 1,624,623(2) | $1.5 | I(1)(3) | See Footnotes(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 3 is being filed by Sabby Healthcare Master Fund, Ltd. ("SHMF"), Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"), Sabby Management, LLC ("Advisor") and Hal Mintz. Advisor is the investment manager of SHMF and SVWMF. Mr. Mintz is the manager of Advisor. |
2. The conversion or exercise of this security into shares is subject to a blocker, and the holder is not allowed to convert or exercise the security into shares if as a result of such conversion or exercise the holder (in the aggregate with its affiliates) would own in excess of 4.99% of the outstanding shares. As holder (in the aggregate with its affiliates) currently owns more than 4.99% of the outstanding shares, this security is not currently eligible for conversion or exercise into shares. |
3. The amount reported herein reflects the entire amount of Issuer's securities held by SHMF and SVWMF as of March 12, 2018. Each of the Advisor and Mr. Mintz disclaims, for purposes of Section 16 of tthe Securities Exchange Act of 1934 ("Section 16"), beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that either Advisor or Mr. Mintz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
/s/ Robert Grundstein, COO and General Counsel of Sabby Management, LLC | 03/13/2018 | |
** 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. |