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^*

Shirvan Mitchell

(Last)

(First)

(Middle)

C/O FOAMIX PHARMACEUTICALS LTD.

2 HOLZMAN STREET, WEIZMANN SCIENCE PARK

(Street)

REHOVOT

7670402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Foamix Pharmaceuticals Ltd. [ FOMX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Innovation & Discovery

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2018

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)
Ordinary Shares	01/01/2018		M		2,745	A	$0.00⁽¹⁾	19,980⁽²⁾	D
Ordinary Shares	01/15/2018		M		562	A	$0.00⁽¹⁾	19,980⁽²⁾	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)
Restricted Share Units⁽¹⁾	$0.00	01/01/2018		M			2,745	⁽³⁾	⁽³⁾	Ordinary Shares	2,745	$0.0	0⁽⁵⁾	D
Restricted Share Units⁽¹⁾	$0.00	01/15/2018		M			562	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	562	$0.0	0⁽⁵⁾	D

Explanation of Responses:

1. This security represents restricted share units. Each restricted share unit represents a contingent right to receive one ordinary share of the issuer.

2. The issuer's method of reporting restricted share units has been revised to report such grants in Table I rather than as previously reported in Table II. Accordingly, this amount includes (i) 6,184 ordinary shares previously reported in Table I of the reporting person's Form 3, (ii) 2,745 ordinary shares underlying restricted share units that vested on January 1, 2018, (iii) 562 ordinary shares underlying restricted share units that vested on January 15, 2018 and (iv) 10,489 ordinary shares subject to unvested restricted share units that were previously reported in Table II of the reporting person's Form 3 as a derivative security.

3. The ordinary shares underlying this restricted share unit award vest over a period of four years (25% on January 1, 2018 and 6.25% every three months thereafter) ending January 1, 2021.

4. The ordinary shares underlying this restricted share unit award vest in equal installments every three months over the vesting period beginning January 15, 2018 and ending January 15, 2019.

5. This class of restricted share units is included in Column 5 of Table I above.

	/s/ Ilan Hadar as attorney-in-fact for Mitchel Shirvan	01/24/2018
	** 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 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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