Edgar Filing: Microbot Medical Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ALPHA CAPITAL ANSTALT

2. Issuer Name and Ticker or Trading Symbol
Microbot Medical Inc. [MBOT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

LETTSTRASSE 32, 9490, VADUZ

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2016

(Street)

LICHTENSTEIN, N2

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/28/2016	⁽¹⁾	J		9,753,549 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	$ 0 ⁽¹⁾	9,753,549 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D
Common Stock	11/28/2016	⁽¹⁾	J		7,977,092 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D	$ 0 ⁽¹⁾	1,776,457 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Debenture

$ 0.64

11/28/2016

⁽²⁾

1,776,457 ⁽²⁾ ⁽³⁾

⁽²⁾

Common Stock

⁽²⁾ ⁽³⁾

⁽²⁾

1,776,457 ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALPHA CAPITAL ANSTALT LETTSTRASSE 32, 9490 VADUZ LICHTENSTEIN, N2		X

Signatures

/s/ Konrad Ackermann Director of Alpha Capital Anstalt		11/30/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Pursuant to a merger agreement effective as of November 28, 2016 reported in a Form 8-K filed by the Issuer on November 29, 2016, Alpha Capital Anstalt ("Alpha") was issued 9,753,549 shares of common stock, which immediately following the merger were surrendered by Alpha to the Issuer pursuant to the terms of a Right to Shares Agreement. The Right to Shares Agreement contains a 4.99% "blocker" provision designed to prevent Alpha from being a beneficial owner of more than 4.99% of the Issuer's Common Stock. Therefore, Alpha is no longer an affiliate of the Issuer.
(2)	In connection with the merger on November 28, 2016, Alpha exchanged a non-convertible note for a convertible debenture containing a 4.99% "blocker" provision.
(3)	The number of shares owned by Alpha does not include any shares issued to Lane Ventures, Inc., a consultant of the Issuer. Alpha disclaims beneficial ownership of any of the shares issued to Lane Ventures, Inc.

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