UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)*

 

Protalix Biotherapeutics, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

74365A101

(CUSIP Number)

 

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.    ☐ Rule 13d-1(b)

b.    ☒ Rule 13d-1(c)

c.    ☐ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.

74365A101

 

1.	Names of Reporting Persons.
	Nineteen77 Global Multi-Strategy Alpha Master Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Cayman Islands

Number of  Shares Beneficially Owned by  Each  Reporting  Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   9,411,764
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   9,411,764

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	9,411,764 (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                 ☐
11.	Percent of Class Represented by Amount in Row (9)
	6.0% (see Item 4)
12.	Type of Reporting Person (See Instructions)
	CO; OO

 

 

This Amendment No. 3 is being filed by the Reporting Person and amends the Schedule 13G initially filed by the Reporting Person with the Securities and Exchange Commission (the “SEC”) on February 15, 2017, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on February 15, 2017 and as amended by Amendment No. 2 thereto filed by the Reporting Persons with the SEC on February 12, 2018 (the “Schedule 13G”).

 

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

 

Item 4. Ownership.

 

(a) and (b):

 

As of the close of business on December 31, 2018, the Reporting Person may have been deemed to have beneficial ownership of 9,411,764 shares of Common Stock issuable upon conversion of the Note, and all such shares of Common Stock represented beneficial ownership of approximately 6.0% of the Common Stock, based on (1) 148,374,921 shares of Common Stock outstanding as of November 1, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the SEC on November 7, 2018, plus (2) 9,411,764 shares of Common Stock issuable upon conversion of the Note.

 

(c)

 

(1) Sole power to vote or to direct the vote: 0 .

 

(2) Shared power to vote or to direct the vote: 9,411,764 .

 

(3) Sole power to dispose or to direct the disposition of 0 .

 

(4) Shared power to dispose or to direct the disposition of 9,411,764 .

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 11, 2019

 

	Nineteen77 Global Multi-Strategy Alpha Master Limited
	By: UBS O’Connor LLC, its investment advisor
	By:	/s/ Nicholas Vagra
		Name: Nicholas Vagra
		Title: Manager, Chief Operating Officer
	By:	/s/ Andrew Hollenbeck
		Name: Andrew Hollenbeck
		Title: General Counsel