| 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) 05/28/2024 |
3. Issuer Name and Ticker or Trading Symbol
Entera Bio Ltd. [ ENTX ] |
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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) |
| Ordinary Shares, par value NIS 0.0000769 per share | 75,126(1) | D | |
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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 | ||||
| Stock Option (right to buy) | (2) | 01/17/2029 | Ordinary Shares, par value NIS 0.0000769 per share | 20,000 | 3.97 | D | |
| Stock Option (right to buy) | (3) | 03/16/2030 | Ordinary Shares, par value NIS 0.0000769 per share | 18,900 | 2.14 | D | |
| Stock Option (right to buy) | (4) | 04/07/2031 | Ordinary Shares, par value NIS 0.0000769 per share | 51,000 | 3.61 | D | |
| Stock Option (right to buy) | (5) | 04/28/2032 | Ordinary Shares, par value NIS 0.0000769 per share | 45,000 | 2.57 | D | |
| Stock Option (right to buy) | (6) | 03/24/2033 | Ordinary Shares, par value NIS 0.0000769 per share | 65,000 | 0.795 | D | |
| Stock Option (right to buy) | (7) | 04/19/2034 | Ordinary Shares, par value NIS 0.0000769 per share | 150,000 | 1.99 | D | |
| Explanation of Responses: |
| 1. Includes a grant of 25,126 stock-settled restricted stock units. The restricted stock units vest ratably on a quarterly basis over a one-year period that began on April 19, 2024. |
| 2. The options vest over a four-year period that commenced on January 17, 2019, with 25% of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining three-year period. |
| 3. The options vest over a four-year period that commenced on March 16, 2020, with 25% of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining three-year period. |
| 4. The options vest over a four-year period that commenced on April 7, 2021, with 25% of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining three-year period. |
| 5. The options vest over a four-year period that commenced on April 28, 2022, with 25% of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining three-year period. |
| 6. The options vest over a four-year period that commenced on April 24, 2023, with 25% of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining three-year period. |
| 7. The options vest over a three-year period that commenced on April 19, 2024, with 33% of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining two-year period. |
| Remarks: |
| See Exhibit 24.1 - Power of Attorney |
| /s/ Dana Yaacov-Garbeli, Attorney-in-fact | 06/07/2024 | |
| ** 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. | ||
Exhibit 24.1
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Miranda Toledano and Dana
Yaacov-Garbeli his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to:
1. Sign any and all
instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned with respect to the securities of Entera Bio Ltd., an Israeli company (the “Company”) pursuant to sections 13 and 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;
2. prepare, execute,
acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;
3. seek or obtain, as the
representative of the undersigned and on behalf of the undersigned, information on transactions in securities of the Company, 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 such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and
4. perform any and all other
acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Power of Attorney
authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;
2. any documents prepared
and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems
necessary or desirable;
3. the attorneys-in-fact do
not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or
liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and
4. this Power of Attorney
does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying
all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full
force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of May, 2024
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/s/ Gregory Burshtein
Gregory Burshtein
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