Enlivex Therapeutics SC 13G/A Beneficial ownership report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

ENLIVEX THERAPEUTICS LTD.

(Name of Issuer)

Ordinary Shares, NIS 0.40 par value

(Title of Class of Securities)

M4130Y106

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

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

☐

Rule 13d-1(b)

☐

Rule 13d-1(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. M4130Y106

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1.	Names of Reporting Persons Pontifax Israel III L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SeeInstructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 46,753¹
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 46,753¹
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 46,753¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ (SeeInstructions)
11.	Percent of Class Represented by Amount in Row (9) 0.5%
12.	Type of Reporting Person (SeeInstructions) PN

Consists of 46,753 ordinary shares owned by Pontifax Israel III L.P. Pontifax Management Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011) Ltd.

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1.	Names of Reporting Persons Pontifax Cayman III L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SeeInstructions) (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 21,827¹
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 21,827¹
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 21,827¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ (SeeInstructions)
11.	Percent of Class Represented by Amount in Row (9) 0.2%
12.	Type of Reporting Person (SeeInstructions) PN

Consists of 21,827 ordinary shares owned by Pontifax Cayman III L.P. Pontifax Management Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011) Ltd.

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1.	Names of Reporting Persons Pontifax Management Fund III L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SeeInstructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 68,580¹
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 68,580¹
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 68,580¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ (SeeInstructions)
11.	Percent of Class Represented by Amount in Row (9) 0.7%
12.	Type of Reporting Person (SeeInstructions) PN

Consists of 46,753 ordinary shares owned by Pontifax Israel III L.P. and 21,827 ordinary shares owned by Pontifax Cayman III L.P. Pontifax Management Fund III L.P. is the general partner of Pontifax Israel III L.P. and Pontifax Cayman III L.P. Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011) Ltd.

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1.	Names of Reporting Persons Pontifax Management III G.P. (2011) Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SeeInstructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 68,580¹
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 68,580¹
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 68,580¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ (SeeInstructions)
11.	Percent of Class Represented by Amount in Row (9) 0.7%
12.	Type of Reporting Person (SeeInstructions) CO

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1.	Names of Reporting Persons Ran Nussbaum
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SeeInstructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 68,580¹
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 68,580¹
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 68,580¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ (SeeInstructions)
11.	Percent of Class Represented by Amount in Row (9) 0.7%
12.	Type of Reporting Person (SeeInstructions) IN

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Introductory Note: This Schedule 13G is filed on behalf of Pontifax Israel III L.P., a limited partnership organized under the laws of the State of Israel, Pontifax Cayman III L.P., a limited partnership organized under the laws of the Cayman Islands, Pontifax Management Fund III L.P., a limited partnership organized under the laws of the State of Israel, Pontifax Management III G.P. (2011) Ltd., an Israeli company, and Ran Nussbaum, in respect of ordinary shares of Enlivex Therapeutics Ltd.

Item 1(a).

Name of Issuer:

Enlivex Therapeutics Ltd.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

14 Einstein Street,

Nes Ziona,

Israel 7403618

Item 2(a).

Name of Person Filing:

This Statement is filed on behalf of Pontifax Israel III L.P., Pontifax Cayman III L.P., Pontifax Management Fund III L.P., Pontifax Management III G.P. (2011) Ltd. and Ran Nussbaum.

Item 2(b).

Address of Principal Offices or, if None, Residence:

The addresses of the Reporting Persons are:

Pontifax Israel III L.P - 14 Shenkar St. Herzliya, 46140, Israel

Pontifax Cayman III L.P. - 14 Shenkar St. Herzliya, 46140, Israel

Pontifax Management Fund III L.P., - 14 Shenkar St. Herzliya, 46140, Israel

Pontifax Management III G.P. (2011) Ltd. - 14 Shenkar St. Herzliya, 46140, Israel

Ran Nussbaum - 14 Shenkar St. Herzliya, 46140, Israel

Item 2(c).

Citizenship:

Pontifax Israel III L.P. is organized in the State of Israel, Pontifax Cayman III L.P. is organized in the Cayman Islands, Pontifax Management Fund III L.P. is organized in the State of Israel, Pontifax Management III G.P. (2011) Ltd. is incorporated in the State of Israel and Ran Nussbaum is a citizen of the State of Israel.

Item 2(d).

Title of Class of Securities:

Ordinary Shares

Item 2(e).

CUSIP Number:

M4130Y106

Item 3.

If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

Not applicable.

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(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:______________________________________________

Item 4.

Ownership.

(a)

Amount beneficially owned:

68,580 shares¹

(b)

Percent of class:

0.7%

(c)

Number of shares as to which such person has: 68,580 shares

(i)

Sole power to vote or direct the vote:

(ii)

Shared power to vote or direct the vote: 68,580 shares

Pontifax Israel III L.P - 46,753 shares

Pontifax Cayman III L.P. - 21,827 shares

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of: 68,580 shares

Pontifax Israel III L.P - 46,753 shares

Pontifax Cayman III L.P. - 21,827 shares

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Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following☒

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

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SIGNATURES

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 14, 2020

PONTIFAX ISRAEL III L.P.

By:	/s/ Ran Nussbaum
Name:	Ran Nussbaum
Title:	Director

PONTIFAX CAYMAN III L.P.

By:	/s/ Ran Nussbaum
Name:	Ran Nussbaum
Title:	Director


PONTIFAX MANAGEMENT FUND III L.P.

By:	/s/ Pontifax Management Fund III G.P. (2011) LTD.
Name:	Pontifax Management Fund III G.P. (2011) LTD.
Title:	General Partner

By:	/s/ Ran Nussbaum
Name:	Ran Nussbaum
Title:	Director

PONTIFAX MANAGEMENT FUND III G.P. (2011) LTD.

By:	/s/ Ran Nussbaum
Name:	Ran Nussbaum
Title:	Director

/s/ Ran Nussbaum
RAN NUSSBAUM

Attention.Intentional misstatements or omissions of fact constitute Federal criminal violations (see18 U.S.C. 1001).

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EXHIBIT INDEX

Joint Filing Agreement, dated as of February 14, 2018, by and among Pontifax Israel III L.P., Pontifax Cayman III L.P., Pontifax Management Fund III L.P., Pontifax Management III G.P. (2011) Ltd. and Ran Nussbaum (incorporated by reference to Exhibit A to the Schedule 13G/A filed by the reporting persons on February 14, 2018).

Enlivex Therapeutics (ENLV) SC 13G/ABeneficial ownership report (amended)