13D Filing: Orbimed Israel Biofund Gp Limited Partnership and Medigus Ltd.

Item 1.

Security and Issuer.

This Amendment No. 4 to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Israel GP Ltd. and OrbiMed Israel BioFund GP Limited Partnership originally filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2015 (the “Statement”) and amended by Amendment No. 1 thereto filed with the SEC on April 1, 2016, Amendment No. 2 thereto filed with the SEC on September 14, 2016 and Amendment No. 3 thereto filed with the SEC on December 8, 2016.  The Statement relates to the Ordinary Shares, par value NIS 0.10 per share (the “Ordinary Shares”), of Medigus Ltd., an Israeli public limited liability company (the “Issuer”).  The Issuer’s principal executive offices are located at Omer Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500 Israel.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On March 29, 2017, the Issuer closed a registered direct offering announced on March 24, 2017 (the “Offering”).  The Issuer issued in the Offering a total of 979,714 Class A Units, which consisted of one American depositary share (“ADS”) and a warrant to purchase one ADS, at a purchase price per unit of $3.50 with gross proceeds of approximately $7,500,000.  As a result of the Offering, the Issuer’s total number of outstanding Ordinary Shares increased to 93,128,584 (the “Outstanding Share Increase”).  None of the Reporting Persons participated in the Offering.  As a result of the Outstanding Share Issuance, the percentage of outstanding Ordinary Shares that the Reporting Persons may be deemed to beneficially own was reduced by more than one percent of the Issuer’s Ordinary Shares outstanding since the Reporting Persons filed Amendment No. 3 to the Statement.

Item 2.

Identity and Background.

(a)                  This Amendment No. 4 to the Statement is being jointly filed by OrbiMed Israel GP Ltd., an Israeli limited liability company (“OrbiMed Israel”), and OrbiMed Israel BioFund GP Limited Partnership, an Israeli limited partnership (“OrbiMed BioFund”) (together, the “Reporting Persons” and each, a “Reporting Person”).

The address of the principal office of each Reporting Person is 89 Medinat HaYehudim St., Build E, 11^th Floor, Herzliya 46766 Israel.

The name, business address, present principal occupation or employment and citizenship of each of the directors, executive officers and partners (as applicable) of the Reporting Persons are set forth in Schedules I and II hereto and are incorporated herein by reference.

(d) – (e)          During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule B hereto, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.