Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Naos Yaron
2. Date of Event Requiring Statement (Month/Day/Year)
05/29/2018
3. Issuer Name and Ticker or Trading Symbol
Protalix BioTherapeutics, Inc. [PLX]
(Last)
(First)
(Middle)
C/O PROTALIX BIOTHERAPEUTICS, INC., 2 SNUNIT STREET, SCIENCE PARK #455
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Operations
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARMIEL, L3 20100
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock 71,125
D
 
Common Stock 128,438
I
By Trust (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 of Derivative Security: 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 Options (Right to Buy)   (2) 02/25/2019 Common Stock 50,000 $ 2.65 D  
Stock Options (Right to Buy)   (3) 02/25/2020 Common Stock 115,000 $ 6.9 D  
Stock Options (Right to Buy)   (4) 03/23/2025 Common Stock 50,000 $ 1.72 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Naos Yaron
C/O PROTALIX BIOTHERAPEUTICS, INC.
2 SNUNIT STREET, SCIENCE PARK #455
CARMIEL, L3 20100
      Sr. VP, Operations  

Signatures

/s/ Yaron Naos 06/08/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee in connection with the Protalix BioTherapeutics, Inc. Amended and Restated 2006 Stock Incentive Plan (the "Plan") must be registered in the name of a trustee.
(2) The options are fully vested.
(3) The options are fully vested.
(4) 25% of the shares of common stock underlying the stock options vested on the first one-year anniversary of the date of grant and the remaining 75% of the shares of common stock underlying the stock options vest in 12 equal quarterly installments commencing on such anniversary. The stock options are subject to accelerated vesting upon a corporate transaction or a change in control as described in the Plan.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.