SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O NOVOCURE INC. |
| 1550 LIBERTY RIDGE DRIVE, SUITE 115 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NovoCure Ltd
[ NVCR ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2026
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4. 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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Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Ordinary Shares |
04/28/2026 |
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M |
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21,500 |
A |
$11.39
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200,602 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Right to Buy) |
$11.39
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04/28/2026 |
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M |
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21,500 |
05/04/2017 |
05/04/2026 |
Ordinary Shares |
21,500 |
$0.00
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0.00 |
D |
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| Explanation of Responses: |
| Remarks: |
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Steven Robbins, as attorney in fact for Vernon, W. Anthony |
04/28/2026 |
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** 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
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). |
| 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. |
LIMITED POWER OF ATTORNEY
FOR
SECTION 16 REPORTING PURPOSES
Know all by these presents, that the
undersigned hereby makes, constitutes and
appoints Barak Ben-Arye, Steven Robbins,
Ovie Onobrakpeya and Carrie Kane,
individually, as the undersigned's true and
lawful attorneys-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 attorneys-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 attorneys-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 attorneys-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 attorneys-in-fact may approve in such
attorney-in-fact's sole discretion.
The undersigned hereby gives and grants to
each such attorneys-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 attorneys-in-
fact, or such attorneys-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 attorneys-in-fact to act in his or
her discretion on information provided to
such attorneys-in-fact without independent
verification of such information; (c) any
documents prepared and/or executed by any
attorneys-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 attorneys-in-fact, in his or her sole
discretion, deems necessary or advisable; (d)
neither the Company nor any attorneys-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 attorneys-in-fact by
the undersigned in a signed writing
delivered to such attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be
executed as of this 26th day of July, 2022.
/s/ Anthony Vernon
Signature
Anthony Vernon
Print Name