Protalix BioTherapeutics, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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74365A-30-9
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(CUSIP Number)
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December 31, 2019
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(Date of Event Which Requires Filing of this Statement)
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13 G
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CUSIP NO. 74365A-30-9
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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Citigroup Global Markets Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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921,412*
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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921,412*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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921,412*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BD
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*
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As of the close of business on December 31, 2019, the Reporting Person may have been deemed to have beneficial ownership of 921,412 shares of Common Stock (shares reflect a 1-for-10 reverse stock
split effected on December 20, 2019) issuable upon conversion of a convertible note held by the Reporting Person.
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13 G
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CUSIP NO. 74365A-30-9
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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Citigroup Financial Products Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
(a)☐
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|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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|||
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6
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SHARED VOTING POWER
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921,412*
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||||
7
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SOLE DISPOSITIVE POWER
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||||
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8
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SHARED DISPOSITIVE POWER
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921,412*
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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921,412*
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|||
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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*
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As of the close of business on December 31, 2019, the Reporting Person may have been deemed to have beneficial ownership of 921,412 shares of Common Stock (shares reflect a 1-for-10 reverse stock
split effected on December 20, 2019) issuable upon conversion of a convertible note held by the Reporting Person.
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13 G
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CUSIP NO. 74365A-30-9
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
|
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Citigroup Global Markets Holdings Inc.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
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|
|||
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
|
|
|
|
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|
|||
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|
||||
6
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SHARED VOTING POWER
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921,412*
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||||
7
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SOLE DISPOSITIVE POWER
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|
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||
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||||
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||||
8
|
SHARED DISPOSITIVE POWER
|
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||
921,412*
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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921,412*
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
|
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|
|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%*
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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*
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As of the close of business on December 31, 2019, the Reporting Person may have been deemed to have beneficial ownership of 921,412 shares of Common Stock (shares reflect a 1-for-10 reverse
stock split effected on December 20, 2019) issuable upon conversion of a convertible note held by the Reporting Person.
|
|
13 G
|
|
|
|
|
CUSIP NO. 74365A-30-9
|
|
Page 5 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Citigroup Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
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|
||||
6
|
SHARED VOTING POWER
|
|
|
||
921,412*
**
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|
|||
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|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
||||
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|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
921,412*
**
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|
|
|||
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|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
921,412*
**
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.8%*
**
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
*
|
As of the close of business on December 31, 2019, the Reporting Person may have been deemed to have beneficial ownership of 921,412 shares of Common Stock (shares reflect a 1-for-10 reverse
stock split effected on December 20, 2019) issuable upon conversion of a convertible note held by the Reporting Person.
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Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Person Filing: |
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
(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) | ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
(f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
(g) | ☒ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
(h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ 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); |
(j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
Item 4. | Ownership. (as of December 31, 2019) |
(a) | Amount beneficially owned: See item 9 of cover pages |
(b) | Percent of class: See item 11 of cover pages |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: |
(ii) | Shared power to vote or to direct the vote: |
(iii) | Sole power to dispose or to direct the disposition of: |
(iv) | Shared power to dispose or to direct the disposition of: |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10.
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Certification.
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CITIGROUP GLOBAL MARKETS INC.
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|||
By:
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/s/ Ronny Ostrow | ||
Name: |
Ronny Ostrow
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Title: |
Assistant Secretary
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CITIGROUP FINANCIAL PRODUCTS INC.
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|||
By:
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/s/ Ronny Ostrow | ||
Name: |
Ronny Ostrow
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Title: |
Assistant Secretary
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CITIGROUP GLOBAL MARKETS HOLDINGS INC.
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|||
By:
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/s/ Ronny Ostrow | ||
Name: |
Ronny Ostrow
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||
Title: |
Assistant Secretary
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CITIGROUP INC.
|
|||
By:
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/s/ Ronny Ostrow | ||
Name: |
Ronny Ostrow
|
||
Title: |
Assistant Secretary
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CITIGROUP GLOBAL MARKETS INC.
|
|||
By:
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/s/ Ronny Ostrow | ||
Name: |
Ronny Ostrow
|
||
Title: |
Assistant Secretary
|
CITIGROUP FINANCIAL PRODUCTS INC.
|
|||
By:
|
/s/ Ronny Ostrow | ||
Name: |
Ronny Ostrow
|
||
Title: |
Assistant Secretary
|
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
|
|||
By:
|
/s/ Ronny Ostrow | ||
Name: |
Ronny Ostrow
|
||
Title: |
Assistant Secretary
|
CITIGROUP INC.
|
|||
By:
|
/s/ Ronny Ostrow | ||
Name: |
Ronny Ostrow
|
||
Title: |
Assistant Secretary
|