0000899243-15-005814.txt : 20151001 0000899243-15-005814.hdr.sgml : 20151001 20151001201735 ACCESSION NUMBER: 0000899243-15-005814 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20151001 FILED AS OF DATE: 20151001 DATE AS OF CHANGE: 20151001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Novocure Ltd CENTRAL INDEX KEY: 0001645113 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: LE MASURIER HOUSE, LA RUE LE MASURIER CITY: ST. HELIER STATE: Y9 ZIP: JE2 4YE BUSINESS PHONE: 44 (0)15 3475 6700 MAIL ADDRESS: STREET 1: LE MASURIER HOUSE, LA RUE LE MASURIER CITY: ST. HELIER STATE: Y9 ZIP: JE2 4YE REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WFD Ventures Fund II, L.P. CENTRAL INDEX KEY: 0001481972 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37565 FILM NUMBER: 151138359 BUSINESS ADDRESS: STREET 1: C/O WFD VENTURES LLC STREET 2: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.767.7500 MAIL ADDRESS: STREET 1: C/O WFD VENTURES LLC STREET 2: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOYLE WILLIAM F CENTRAL INDEX KEY: 0001194459 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37565 FILM NUMBER: 151138360 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-10-01 0 0001645113 Novocure Ltd NVCR 0001194459 DOYLE WILLIAM F C/O NOVOCURE INC., 20 VALLEY STREAM PKWY SUITE 300 MALVERN PA 19355 1 0 1 0 0001481972 WFD Ventures Fund II, L.P. C/O NOVOCURE INC., 20 VALLEY STREAM PKWY SUITE 300 MALVERN PA 19355 0 0 1 0 Ordinary Shares 981215 I WFD Ventures Fund II, L.P. Series F Convertible Preferred Shares Ordinary Shares 2242664 I WFD Ventures Fund A Series A Convertible Preferred Shares Ordinary Shares 453621 I WFD Ventures Fund II, L.P. Series B Convertible Preferred Shares Ordinary Shares 4590439 I WFD Ventures Fund II, L.P. Series C Convertible Preferred Shares Ordinary Shares 1598626 I WFD Ventures Fund II, L.P. Series D Convertible Preferred Shares Ordinary Shares 3380361 I WFD Ventures Fund II, L.P. Series E Convertible Preferred Shares Ordinary Shares 4849836 I WFD Ventures Fund II, L.P. Series F Convertible Preferred Shares Ordinary Shares 1121329 I WFD Ventures Fund II, L.P. Series G Convertible Preferred Shares Ordinary Shares 1156837 I WFD Ventures Fund II, L.P. Warrants 3.59 2017-07-31 Ordinary Shares 686836 I WFD Ventures Fund II, L.P. Warrants 3.59 2018-07-21 Ordinary Shares 525618 I WFD Ventures Fund II, L.P. Warrants 3.59 2016-05-08 Ordinary Shares 845091 I WFD Ventures Fund II, L.P. Warrants 3.59 2015-10-11 Ordinary Shares 399659 I WFD Ventures Fund II, L.P. Warrants 3.59 2016-05-08 Ordinary Shares 8349 D Warrants 3.59 2017-07-31 Ordinary Shares 6498 D Warrants 3.59 2018-07-21 Ordinary Shares 3879 D Mr. Doyle is a managing director of WFD Ventures LLC, the sole member of WFD-GP II, LLC, which is the general partner of WFD Ventures Fund II. Mr. Doyle possesses sole voting and investment power over shares owned by WFD Ventures Fund II (subject to certain rights of the advisory board of WFD Ventures Fund II to approve sales of any of the shares owned by WFD Ventures Fund II). Mr. Doyle is a managing director of WFD Ventures LLC, which is the managing member of WFD Ventures Fund A. Mr. Doyle possesses sole voting and investment power over shares owned by Ventures Fund A. Pursuant to the issuer's memorandum & articles of association, all outstanding preferred shares of each series will automatically convert into ordinary shares upon consummation of the issuer's initial public offering. Currently exercisable as of the date hereof. N/A This Form 3 is filed for William F. Doyle and WFD Ventures Fund II, L.P. Exhibit 24.1 - Power of Attorney for William F. Doyle Exhibit 24.2 - Power of Attorney for WFD Ventures Fund II, L.P. /s/ Todd Longsworth, Attorney in fact for William F. Doyle 2015-10-01 /s/ Todd Longsworth, Attorney in fact for WFD Ventures Fund II, L.P. 2015-10-01 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                        LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING PURPOSES

          Know all by these presents, that the undersigned hereby makes,
constitutes and appoints Todd Longsworth, acting individually, as the
undersigned's true and lawful attorney-in- fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

          (1) execute for, and on behalf of, the undersigned, in the
undersigned's capacity as an officer, director and/or 10% beneficial owner of
Novocure Limited (the "Company"), Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder (the "Exchange Act");

          (2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to any attorney-in-fact and further approves and ratifies
any such release of information;

          (3) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to prepare, complete and execute
any such Form 3, 4 or 5, and any amendments thereto, or other required report
and timely file such Forms or reports with the United States Securities and
Exchange Commission, the New York Stock Exchange and any stock exchange or
similar authority as considered necessary or advisable under Section 16(a) of
the Exchange Act; and

          (4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's sole discretion.

          The undersigned hereby gives and grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.

          The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent verification
of such information; (c) any documents prepared and/or executed by any attorney-
in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such information and disclosure as such
attorney-in-fact, in his or her sole discretion, deems necessary or advisable;
(d) neither the Company nor any attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirements of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and (e) this Limited Power
of Attorney does not relieve the undersigned from responsibility for compliance
with the undersigned's obligations under the Exchange Act, including, without
limitation, the reporting requirements under Section 16 of the Exchange Act.

          This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of, and transactions in, securities issued
by the Company, unless earlier revoked as to any attorney-in-fact by the
undersigned in a signed writing delivered to such attorney-in-fact.

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 27 day of September , 2015.


                                        WFD VENTURES FUND II, L.P.


                                       /s/ William F. Doyle
                                       ----------------------------------------
                                            Signature


                                         William F. Doyle
                                       ----------------------------------------
                                               Print Name

                                      Managing Director of WFD Ventures LLC,
                                      the Sole Member of WFD GP-II LLC, the
                                      General Partner of WFD Ventures Fund II,
                                      L.P.

EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT

                           LIMITED POWER OF ATTORNEY FOR
                           SECTION 16 REPORTING PURPOSES

          Know all by these presents, that the undersigned hereby makes,
constitutes and appoints Todd Longsworth, acting individually, as the
undersigned's true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

          (1) execute for, and on behalf of, the undersigned, in the
undersigned's capacity as an officer, director and/or 10% beneficial owner of
Novocure Limited (the "Company"), Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder (the "Exchange Act");

          (2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to any attorney-in-fact and further approves and ratifies
any such release of information;

          (3) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to prepare, complete and execute
any such Form 3, 4 or 5, and any amendments thereto, or other required report
and timely file such Forms or reports with the United States Securities and
Exchange Commission, the New York Stock Exchange and any stock exchange or
similar authority as considered necessary or advisable under Section 16(a) of
the Exchange Act; and

          (4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's sole discretion.

          The undersigned hereby gives and grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.

          The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent verification
of such information; (c) any documents prepared and/or executed by any attorney-
in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such information and disclosure as such
attorney-in-fact, in his or her sole discretion, deems necessary or advisable;
(d) neither the Company nor any attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirements of the Exchange
Act,  (ii) any liability of the undersigned for any failure to comply with such
requirements or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and (e) this Limited Power
of Attorney does not relieve the undersigned from responsibility for compliance
with the undersigned's obligations under the Exchange Act, including, without
limitation, the reporting requirements under Section 16 of the Exchange Act.

          This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of, and transactions in, securities issued
by the Company, unless earlier revoked as to any attorney-in-fact by the
undersigned in a signed writing delivered to such attorney-in-fact.

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 27 day of September , 2015.



                                        /s/ William F. Doyle
                                      ---------------------------
                                             Signature


                                           William F. Doyle
                                      ---------------------------
                                                Print Name