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^*

Cohen Neil Harris

(Last)

(First)

(Middle)

C/O CHEMOMAB THERAPEUTICS LTD.,

1 KENDALL SQ, BLDG 1400E, STE 14-105

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Chemomab Therapeutics Ltd. [ CMMB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2022

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)
American Depositary Shares⁽¹⁾	11/16/2022		S		2,409⁽²⁾	D	$2	10,000⁽³⁾	D

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)
Option to Purchase American Depositary Shares⁽⁴⁾	$3.53	03/07/2022		A		6,820		⁽⁵⁾	03/07/2032	American Depositary Shares⁽¹⁾	6,820	$0	6,820	D
Option to Purchase American Depositary Shares⁽⁴⁾	$27.26	04/19/2021		A		11,884		⁽⁶⁾	04/19/2031	American Depositary Shares⁽¹⁾	11,884	$0	11,884	D
Option to Purchase American Depositary Shares⁽⁴⁾	$13.17	03/16/2021		A		688		⁽⁷⁾	07/15/2030	American Depositary Shares⁽¹⁾	688	$0	688	D

Explanation of Responses:

1. Each American Depositary Share (ADS) represents twenty (20) ordinary shares, no par value, of the Issuer.

2. The ADSs are held of record directly by the Phoenix Insurance Company Ltd. (Naftali Neil Cohen) (the "IRA"), which is self-managed by the Reporting Person. The Reporting Person is the sole beneficiary of the IRA and may be deemed to have sole voting and dispositive power with respect to the ADSs held by IRA.

3. Based upon the 12,409 ADSs previously held as reported by Mr. Neil Cohen on Form 4 filed with the SEC on May 19, 2022.

4. No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only.

5. These options vest and become exercisable in their entirety on March 16, 2023 subject to the Reporting Person's continued service.

6. These options vest and become exercisable in equal monthly installments over a 36 month period commencing on March 16, 2021, subject to the Reporting Person's continued service.

7. These options vest and become exercisable as follows: 1/3 vested on July 16, 2021, and the remaining options vest on a quarterly basis for the following eight quarters, subject to the Reporting Person's continued service.

	/s/ Neil Cohen	11/18/2022
	** 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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