Foamix Pharmaceuticals Ltd.
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(Name of Issuer)
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Ordinary Shares, NIS 0.16 par value per share
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(Title of Class of Securities)
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M46135105
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(CUSIP Number)
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December 31, 2017
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. M46135105
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1 |
Names of Reporting Persons
Tamarkin Medical Innovations Ltd. (1)
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2 |
Check the appropriate box if a member of a Group (see instructions)
(a) o
(b) x
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
Israel
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
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5 | Sole Voting Power
2,751,447 (2)
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6 |
Shared Voting Power
0
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7 |
Sole Dispositive Power
2,751,447 (2)
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8 |
Shared Dispositive Power
0
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,751,447 (2)
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10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
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11 |
Percent of class represented by amount in row (9)
7.3%(3)
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12 |
Type of Reporting Person (See Instructions)
CO
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(1)
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Tamarkin Medical Innovations Ltd. is an Israeli company owned and controlled by Dr. Dov Tamarkin. The filing of this joint Schedule 13G shall not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
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(2)
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Consists of (a) 2,565,583 securities held by Tamarkin Medical Innovations Ltd., comprising (i) 2,563,489 ordinary shares, and (ii) 2,094 ordinary shares issuable upon exercise of outstanding warrants at a price of $5.04 per share, and (b) 185,864 securities held directly by Dr. Dov Tamarkin, comprising (i) 11,239 ordinary shares; (ii) 24,000 ordinary shares issuable upon exercise of outstanding options at a price of $5.88 per share; (iii) 45,000 ordinary shares issuable upon exercise of outstanding options at a price of $6.77 per share; (iv) 100,000 ordinary shares issuable upon exercise of outstanding options at a price of $6.34 per share, and (v) 5,625 ordinary shares issued upon vesting of outstanding RSUs.
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(3)
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Based on 37,498,128 ordinary shares outstanding as of December 31, 2017 and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act of 1934.
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CUSIP No. M46135105
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1 |
Names of Reporting Persons
Dr. Dov Tamarkin
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||
2 |
Check the appropriate box if a member of a Group (see instructions)
(a) o
(b) x
|
||
3 |
SEC Use Only
|
||
4 |
Citizenship or Place of Organization
Israel
|
||
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 | Sole Voting Power
2,751,447
|
|
6 |
Shared Voting Power
0
|
||
7 |
Sole Dispositive Power
2,751,447
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||
8 |
Shared Dispositive Power
0
|
||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,751,447
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||
10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
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||
11 |
Percent of class represented by amount in row (9)
7.3%*
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12 |
Type of Reporting Person (See Instructions)
IN
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(a)
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Name of Person Filing: Tamarkin Medical Innovations Ltd.
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(b)
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Address of Principal Business Office or, if None, Residence: 537 Har Hila St., Modiin-Maccabim-Reut 7179901, Israel.
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(c)
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Citizenship: Israel
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(d)
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Title and Class of Securities: Ordinary Shares, NIS 0.16 par value each
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(e)
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CUSIP No.: M46135105
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐ |
Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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o |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
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N.A.
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
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N.A.
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Item 8.
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Identification and classification of members of the group.
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N.A.
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Item 9.
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Notice of Dissolution of Group.
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N.A.
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Item 10.
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Certifications.
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/s/ Dov Tamarkin
Date: February 13, 2018
Name: Dr. Dov Tamarkin
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/s/ Dov Tamarkin
Tamarkin Medical Innovations Ltd.
Date: February 13, 2018
Name: Dr. Dov Tamarkin
Title: Managing Founder
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