SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment
No. 3)*
Protalix
BioTherapeutics, Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
74365A-10-1
(CUSIP
Number)
Steven D.
Rubin
4400
Biscayne Boulevard, Suite 1500
Miami,
Florida 33137
Telephone:
(305) 575-6015
(Name,
address and telephone number of person authorized
to receive notices and communications)
October
7, 2010
(Date of
event which requires filing of this statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. o
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the
Schedule, including all exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
————————————————
*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 on the remainder of this cover page shall not be deemed to
be “filed” for 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).
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CUSIP
No. 74365A-10-1
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13D/A
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Page 2 of
6 Pages
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1
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NAME
OF REPORTING PERSONS
Phillip Frost,
M.D.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
N/A
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of
America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
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0
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8
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SHARED
VOTING POWER
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3,076,106
(1)
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9
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SOLE
DISPOSITIVE POWER
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0
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||
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10
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SHARED
DISPOSITIVE POWER
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3,076,106
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,076,106
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.79%
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14
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TYPE
OF REPORTING PERSON
IN
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(1) Consists
of 3,076,106 Shares (as defined herein) held of record by Frost Gamma
Investments Trust, of which Phillip Frost, M.D. is the trustee. Frost
Gamma Limited Partnership is the sole and exclusive beneficiary of Frost
Gamma Investments Trust. Dr. Frost is one of two limited
partners of Frost Gamma Limited Partnership. The general
partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the
sole shareholder of Frost Gamma, Inc. is Frost-Nevada
Corporation. Dr. Frost is also the sole shareholder of
Frost-Nevada Corporation.
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CUSIP
No. 74365A-10-1
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13D/A
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Page 3 of
6 Pages
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|
1
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NAME
OF REPORTING PERSONS
Frost Gamma Investments
Trust
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|||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
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|
3
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SEC
USE ONLY
|
|||
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4
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SOURCE
OF FUNDS
OO
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|||
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
State of
Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
|
|
8
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SHARED
VOTING POWER
|
3,076,106
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||
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9
|
SOLE
DISPOSITIVE POWER
|
0
|
||
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10
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SHARED
DISPOSITIVE POWER
|
3,076,106
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||
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11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,076,106
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.79%
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14
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TYPE
OF REPORTING PERSON
OO
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CUSIP
No. 74365A-10-1
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13D/A
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Page 4 of
6 Pages
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AMENDMENT
NO. 3 TO SCHEDULE 13D
This
Amendment No. 3 to Schedule 13D (this “Third Amendment”) amends and
supplements certain Items of the Schedule 13D filed by Phillip Frost, M.D.,
an individual (“Dr. Frost”), and Frost Gamma Investments Trust, a trust
organized under the laws of Florida (the “Gamma Trust”, collectively with Dr.
Frost, the “Reporting Persons”), with the Securities and Exchange Commission
(the “SEC”) on December 9, 2005, as amended by Amendment No. 1 filed on
January 16, 2007 and by amendment No. 2 filed on September 25,
2009 (together, the “Original Schedule 13D”) with respect to the
Common Stock, $0.001 par value (the “Shares”), of Protalix BioTherapeutics,
Inc., a Florida corporation (the “Issuer”), by furnishing the information set
forth below. Except as set forth below, all previous Items are unchanged.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Original 13D.
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ITEM
5.
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INTEREST
IN SECURITIES OF THE ISSUER.
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Item 5 is
hereby amended in its entirety to read as follows:
(a) and (b) The Reporting
Persons may be deemed to beneficially own Shares as follows:
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Name
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Number
of
Common
Shares
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Sole
or Shared
Voting
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Sole
or Shared
Dispositive
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%
of Total
Outstanding
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Phillip
Frost, M.D.
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3,076,106(1)
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Shared(2)
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Shared(2)
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3.79%(3)
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Frost
Gamma Investments Trust
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3,076,106
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Shared(2)
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Shared(2)
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3.79%(3)
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(1) All
of these 3,076,106 Shares are held of record by the Gamma Trust.
(2) Dr.
Frost is the sole trustee of the Gamma Trust and may be deemed to share
beneficial ownership of the securities held by the Gamma Trust with the Gamma
Trust. Frost Gamma Limited Partnership is the sole and exclusive
beneficiary of the Gamma Trust. Dr. Frost is one of two limited
partners of Frost Gamma Limited Partnership. The general partner of
Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of
Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the
sole shareholder of Frost-Nevada Corporation.
(3) The
percentage of beneficial ownership is based upon 81,211,718 Shares outstanding
as of November 1, 2010 as reported in the Issuer’s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2010.
(c) During the past
sixty days, the Gamma Trust gifted 800,000 shares to a charitable organization
and sold an aggregate of 1,738,787 Shares in the open market transactions listed
in the table below. Additionally, on December
30, 2010, Gamma Trust purchased 800 Shares in an open market transaction at a
price of $ 9.98 per share.
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Date
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Number
of Shares Sold
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Weighted
Average Price Per Share
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Range
of Prices (1)
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November
29, 2010
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100,000 | $8.9260 |
$8.8
To $ 8.9873
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November
30, 2010
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167,987 | $8.7476 |
$8.69
To $8.82
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December
1, 2010
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50,000 | $8.7869 |
$8.74
To $8.83
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December
2, 2010
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50,000
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$8.7386
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$8.65
To $8.86
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December
3, 2010
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20,000
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$8.7573
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$8.68
To $8.8433
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December
6, 2010
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50,000
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$8.8330
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$8.7808
To $8.88
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December
7, 2010
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25,000
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$8.6690
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$8.62
To $8.75
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December
10, 2010
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100,000
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$8.9442
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$8.91
To $ 9
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December
13, 2010
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200,000
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$9.1532
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$9.0457
To $9.26
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December
14, 2010
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100,000
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$9.0790
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$8.975
To $9.25
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December
15, 2010
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100,000
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$9.3889
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$9.33 To $9.44 | |||||||||
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December
17, 2010
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125,000
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$9.3385
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$9.2663 To $9.4 | |||||||||
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December
20, 2010
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100,000
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$9.4925
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$9.4754 To $9.52 | |||||||||
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January
4, 2011
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75,800
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$10.25766
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$10.10 To $10.54 | |||||||||
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January
5, 2011
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75,000
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$10.1339
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$10.10 To $10.17 | |||||||||
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January
6, 2011
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100,000
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$10.3404
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$10.2948 To $10.44 | |||||||||
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January
7, 2011
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100,000
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$10.3162
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$10.23 To $10.42 | |||||||||
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January
10, 2011
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100,000
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$9.707
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$9.6034 To $9.8732 | |||||||||
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January
11, 2011
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100,000
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$10.0299
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$9.9942 To $10.09 | |||||||||
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(1)
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The
Reporting Persons undertake to provide upon request by the Staff of the
Division of Corporation Finance of the SEC full information regarding the
number of shares sold at each separate
price.
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CUSIP
No. 74365A-10-1
|
13D/A
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Page 5 of
6 Pages
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(d) No person (other than the
Reporting Persons) 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, the
Shares.
(e) The Reporting Persons
ceased to beneficially own more than five percent of the Common Stock of the
Issuer on January 10, 2011.
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CUSIP
No. 74365A-10-1
|
13D/A
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Page 6 of
6 Pages
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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.
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Dated:
January 18, 2011
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By:
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/s/ Phillip Frost, M.D. | |
| Phillip Frost, M.D. | |||
| FROST GAMMA INVESTMENTS TRUST | |||
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Dated:
January 18, 2011
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By:
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/s/ Phillip Frost, M.D. | |
| Phillip Frost, M.D. Trustee | |||