OrbiMed Israel BioFund GP Limited Partnership Form 4 BiomX / CARL L GORDON ownership change

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

1. Name and Address of Reporting Person^*

OrbiMed Israel BioFund GP Limited Partnership

(Last)

(First)

(Middle)

5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)

HERZLIYA PITUACH

46686

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BiomX Inc. [ PHGE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series X Preferred Stock	⁽¹⁾⁽²⁾	03/15/2024		P		4,327		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	4,327,000	⁽¹⁾⁽²⁾	4,327	I	See footnotes⁽⁴⁾⁽⁵⁾
Warrants (Right to Buy)	$0.2311	03/15/2024		P		2,163,500		⁽³⁾	⁽³⁾	Common Stock	2,163,500	⁽³⁾	2,163,500	I	See footnotes⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

OrbiMed Israel BioFund GP Limited Partnership

(Last)

(First)

(Middle)

5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)

HERZLIYA PITUACH

46686

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Israel GP Ltd.

(Last)

(First)

(Middle)

5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)

HERZLIYA PITUACH

46686

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GORDON CARL L

(Last)

(First)

(Middle)

C/O ORBIMED ISRAEL GP LTD.

5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)

HERZLIYA PITUACH

46686

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chimovits Erez

(Last)

(First)

(Middle)

C/O ORBIMED ISRAEL GP LTD.

5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)

HERZLIYA PITUACH

46686

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares of the Issuer's Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") were purchased from the Issuer in a private placement. Each share of Series X Preferred Stock is automatically convertible into 1,000 shares of the Issuer's common stock at 5:00 p.m. Eastern time on the fourth business day after the date the Issuer's stockholders approve the conversion of the Series X preferred Stock into shares of the Issuer's common stock (the "Stockholder Approval") or at any time at the option of the holder following 5:00 p.m. Eastern time on the third business day after the date the Stockholder Approval is obtained.

2. The conversion of the Series X Preferred Stock into shares of the Issuer's common stock is subject to an issuance limitation that prohibits the holder from converting the shares of Series X Preferred Stock into shares of the Issuer's common stock to the extent that after giving effect to such issuance after conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the Reporting Persons) would beneficially own in excess of 19.9% of the shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock issued upon conversion of the shares of Series X Preferred Stock (the "Beneficial Ownership Limitation").

3. These warrants to purchase shares of the Issuer's common stock were purchased from the Issuer in a private placement. The warrants are exercisable for one share of the Issuer's common stock per warrant at any time following the Stockholder Approval, subject to the Beneficial Ownership Limitation, and expire on the 24-month anniversary of the date on which they are first exercisable.

4. These securities are held of record by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP and OrbiMed Israel GP Ltd. ("OrbiMed Israel") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power over the securities held by OIP and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Israel exercises investment and voting power through an investment committee comprised of Carl L. Gordon and Erez Chimovits.

5. Each of OrbiMed Israel, OrbiMed BioFund, Carl L. Gordon, and Erez Chimovits disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Carl L. Gordon	03/19/2024
	/s/ Erez Chimovits	03/19/2024
	/s/ Carl L. Gordon, Director, OrbiMed Israel GP Ltd.	03/19/2024
	/s/ Carl L. Gordon, Director, OrbiMed Israel BioFund GP Limited Partnership	03/19/2024
	** Signature of Reporting Person	Date
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* 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).
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OrbiMed Israel BioFund GP Limited Partnership Form 4BiomX / CARL L GORDON ownership change