UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment
No. 2)
Under the Securities Exchange Act of 1934
Protalix BioTherapeutics, Inc..
(Name
of Issuer)
Common Shares, $0.001 par value
(Title
of Class of Securities)
74365A101
(CUSIP
Number)
December 31, 2016
(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).
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.
CUSIP
No. 74365A101
Page 2
of 6
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1.
Names of Reporting Persons.
Camber
Capital Management LLC
42-1693587
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2.
Check the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
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3. SEC
Use Only
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4.
Citizenship or Place of Organization
Massachusetts
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Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
0
shares
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6.
Shared Voting Power
1,562,933
shares
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7. Sole
Dispositive Power
0
shares
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8.
Shared Dispositive Power
1,562,933
shares
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9.
Aggregate Amount Beneficially Owned by Each Reporting
Person
Camber Capital Management LLC – 1,562,933 shares
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10.
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
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11.
Percent of Class Represented by Amount in Row (9)
Camber Capital Management LLC – 1.54%
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12.
Type of Reporting Person
Camber
Capital Management LLC – 00 (Limited Liability
Company)
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CUSIP
No. 74365A101
Page 3
of 6
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1.
Names of Reporting Persons.
Stephen
DuBois
Not
applicable
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2.
Check the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
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3. SEC
Use Only
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4.
Citizenship or Place of Organization
Stephen
DuBois – United States
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Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
0
shares
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6.
Shared Voting Power
1,562,933
shares
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7. Sole
Dispositive Power
0
shares
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8.
Shared Dispositive Power
1,562,933
shares
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9.
Aggregate Amount Beneficially Owned by Each Reporting
Person
Stephen
DuBois – 1,562,933 shares
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10.
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
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11.
Percent of Class Represented by Amount in Row (9)
Stephen DuBois – 1.54%
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12.
Type of Reporting Person
Stephen
DuBois – IN
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CUSIP
No. 74365A101
Page 4
of 6
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ITEM
1.
(a)
Name of Issuer:
Protalix
BioTherapeutics, Inc.
(b)
Address of Issuer's Principal Executive Offices:
2
Snunit Street, Science Park, Carmiel, Israel 21000
ITEM 2.
(a)
Name of Person Filing:
Camber
Capital Management LLC
Stephen
DuBois
(b)
Address of Principal Business Office, or if None,
Residence:
Camber
Capital Management LLC
Stephen
DuBois
101
Huntington Avenue, Suite 2101
Boston,
MA 02199
(c)
Citizenship:
Camber
Capital Management LLC– Massachusetts
Stephen DuBois – United States
(d)
Title of Class of Securities:
Voting
Shares, $0.001 par value
(e)
CUSIP Number:
743365A101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS
A:
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(a)
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[_]
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Broker
or dealer registered under Section 15 of the Act (15
U.S.C. 78o).
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(b)
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[_]
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Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An
investment adviser in accordance
with ss.240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A
parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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Group,
in accordance with ss.240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
(a)
Amount beneficially owned1: Camber Capital
Management LLC –1,562,933 shares
Stephen
DuBois – 1,562,933 shares
CUSIP
No. 74365A101
Page 5
of 6
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(b)
Percent of class: Camber Capital Management LLC –
1.54%
Stephen DuBois – 1.54%
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote
Camber
Capital Management LLC – 0 shares
Stephen
DuBois – 0 shares
(ii)
Shared power to vote or to direct the vote
Camber
Capital Management LLC –1,562,933 shares
Stephen
DuBois – 1,562,933 shares
(iii)
Sole power to dispose or to direct the disposition of
Camber
Capital Management LLC – 0 shares
Stephen
DuBois – 0 shares
(iv)
Shared power to dispose or to direct the disposition
of
Camber
Capital Management LLC –1,562,933 shares
Stephen
DuBois – 1,562,933 shares
1Securities reported
herein for Camber Capital Management LLC represent Convertible Note
Contracts (on an as-coverted basis) beneficially owned and held of
record on December 31,2016.
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 has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [x].
INSTRUCTION:
Dissolution of a group requires a response to this
item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
If any
other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than
five percent of the class, such person should be identified. A
listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
If a
parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
If a
group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice
of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity.
See Item 5.
CUSIP
No. 74365A101
Page 6
of 6
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ITEM 10. CERTIFICATIONS.
The
following certification shall be included if the statement is filed
pursuant to S.240.13d-1(c):
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having such purpose or
effect.
SIGNATURE
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.
CAMBER
CAPITAL MANAGEMENT LLC
By:
/s/Sean George
Sean
George
Chief
Financial Officer
STEPHEN
DUBOIS
By: /s/
Stephen DuBois
Stephen
DuBois, individually
The
original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his
signature.
EXHIBIT
1
JOINT FILING
AGREEMENT
This Joint Filing
Agreement dated February 14, 2017 is by and between Camber Capital
Management LLC, a Massachusetts limited liability company, and
Stephen DuBois, an individual (the foregoing are collectively
referred to herein as the "Filers"). Each of the Filers may be
required to file with the United States Securities and Exchange
Commission a statement on Schedule 13G with respect to common
shares, $0.001 par value of Protalix BioTherapeutics, Inc.
beneficially owned by them from time to time. Pursuant to and in
accordance with Rule 13(d)(1)(k) promulgated under the Securities
Exchange Act of 1934, as amended, the Filers hereby agree to file a
single statement on Schedule 13D and/or 13G (and any amendments
thereto) on behalf of each of such parties, and hereby further
agree to file this Joint Filing Agreement as an exhibit to such
statement, as required by such rule. This Joint Filing Agreement
may be terminated by any of the Filers upon one week's prior
written notice or such lesser period of notice as the Filers may
mutually agree.
Executed and
delivered as of the date first above written.
CAMBER CAPITAL
MANAGEMENT LLC
By: /s/ Sean
George
Sean
George
Chief Financial
Officer
STEPHEN
DUBOIS
By: /s/ Stephen
DuBois