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13G Filing: Sabby Capital and Medigus Ltd.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Sabby Healthcare Master Fund, Ltd 0 3,044,391 0 3,044,391 3,044,391 6.21 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 58471G201 1. NAME OF REPORTING PERSONS Sabby Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,894,391 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,894,391 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,894,391 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 58471G201 1. NAME OF REPORTING PERSONS Hal Mintz 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,894,391 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,894,391 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,894,391 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 58471G201 Item 1. (a). Name of Issuer Medigus Ltd. (b). Address of issuer s principal executive offices Omer Industrial Park, Building 7A P.O. Box 3030 Omer 8496500 Israel Item 2. (a). Name of person filing Sabby Healthcare Master Fund, Ltd. Sabby Management, LLC Hal Mintz (b). Address or principal business office or, if none, residence Sabby Healthcare Master Fund, Ltd. c o Ogier Fiduciary Services (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands Sabby Management, LLC 10 Mountainview Road, Suite 205 Upper Saddle River, New Jersey 07458 Hal Mintz c o Sabby Management, LLC 10 Mountainview Road, Suite 205 Upper Saddle River, New Jersey 07458 (c). Citizenship Sabby Healthcare Master Fund, Ltd. – Cayman Islands Sabby Management, LLC – Delaware, USA Hal Mintz – USA (d). Title of class of securities Ordinary shares (e). CUSIP No. 58471G201 Item 3. If This Statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a (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 Section 240.13d-1(b)(1)(ii)(E) (f) An employee benefit plan or endowment fund in accordance with Section 240.13d- 1(b)(1)(ii)(F) (g) A parent holding company or control person in accordance with Section 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 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. 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 owned Sabby Healthcare Master Fund, Ltd. – 3,044,391 Sabby Management, LLC – 4,894,391 Hal Mintz – 4,894,391 (b) Percent of class Sabby Healthcare Master Fund, Ltd. – 6.21%
Sabby Management 0 4,894,391 0 4,894,391 4,894,391
Hal Mintz 0 4,894,391 0 4,894,391 4,894,391
Hal Mintz
Hal Mintz
Sabby Capital

Page 1 of 7 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.__)*

Medigus Ltd.
(Name of Issuer)

Ordinary Shares
(Title of Class of Securities)

58471G201**
**There is no CUSIP number assigned to the Ordinary Shares. CUSIP
number 58471G201 has been assigned to the American Depositary
Shares (ADSs) of the Company, which are quoted under the symbol
MDGSB. Each ADS represents the right to receive 50 Ordinary Shares.
(CUSIP Number). The ISIN number for the Ordinary Shares is
IL0010961717.

March 24, 2017
(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)

[X] 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.
58471G201**

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Page 2 of 7 – SEC Filing

1.
NAME OF REPORTING PERSONSSabby Healthcare Master Fund, Ltd.2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [_]

(b) [X]

3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONCayman IslandsNUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.
SOLE VOTING POWER06.
SHARED VOTING POWER 3,044,3917.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 3,044,3919.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,044,39110.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)

[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)6.2112.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO?
CUSIP No.
58471G201**1.
NAME OF REPORTING PERSONSSabby Management, LLC2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [_]

(b) [X]

3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware, USANUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.
SOLE VOTING POWER

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Page 3 of 7 – SEC Filing

6.
SHARED VOTING POWER 4,894,3917.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 4,894,3919.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,894,39110.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)

[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)9.9912.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO
CUSIP No.
58471G201**1.
NAME OF REPORTING PERSONSHal Mintz2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [_]

(b) [X]

3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONUSANUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.
SOLE VOTING POWER06.
SHARED VOTING POWER 4,894,3917.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 4,894,3919.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,894,39110.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)

[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

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Page 4 of 7 – SEC Filing

12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN?

CUSIP No.
58471G201**

Item 1.
(a).
Name of Issuer:Medigus Ltd.

(b).
Address of issuer’s principal executive offices:Omer Industrial Park, Building 7A
P.O. Box 3030
Omer 8496500 Israel

Item 2.
(a).
Name of person filing:Sabby Healthcare Master Fund, Ltd.
Sabby Management, LLC
Hal Mintz(b).
Address or principal business office or, if none, residence:Sabby Healthcare Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands

Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458

Hal Mintz
c/o Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458(c).
Citizenship:Sabby Healthcare Master Fund, Ltd. – Cayman Islands
Sabby Management, LLC – Delaware, USA
Hal Mintz – USA(d).
Title of class of securities:Ordinary shares

(e).
CUSIP No.:58471G201**

Item 3.
If This Statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a

(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 Section 240.13d-1(b)(1)(ii)(E);

(f)
[_]
An employee benefit plan or endowment fund in accordance with Section 240.13d-
1(b)(1)(ii)(F);

(g)
[_]
A parent holding company or control person in accordance with Section 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 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:

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Page 5 of 7 – SEC Filing

( (c)
Number of shares as to which the person has:

Sabby Healthcare Master Fund, Ltd.

( (i)
Sole power to vote or to direct the vote
0
,( (ii)
Shared power to vote or to direct the vote
3,044,391
,( (iii)
Sole power to dispose or to direct the disposition of
0
,( (iv)
Shared power to dispose or to direct the disposition of
3,044,391
.Sabby Management, LLC

(i)
Sole power to vote or to direct the vote
0
,( (ii)
Shared power to vote or to direct the vote
4,894,391
,( (iii)
Sole power to dispose or to direct the disposition of
0
,( (iv)
Shared power to dispose or to direct the disposition of
4,894,391
.Hal Mintz

( (i)
Sole power to vote or to direct the vote
0
,( (ii)
Shared power to vote or to direct the vote
4,894,391
,( (iii)
Sole power to dispose or to direct the disposition of
0
,( (iv)
Shared power to dispose or to direct the disposition of
4,894,391
.As calculated in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, (i) Sabby Healthcare Master Fund, Ltd.
beneficially owns 3,044,391 shares of the Issuer’s Ordinary Shares,
representing approximately 6.21% of the Ordinary Shares, and (ii) Sabby
Management, LLC and Hal Mintz each beneficially own 4,894,391 shares
of the Ordinary Shares, representing approximately 9.99% of the Ordinary
Shares. Sabby Management, LLC and Hal Mintz do not directly own any
Ordinary Shares, but each indirectly owns 4,894,391 Ordinary Shares.
Sabby Management,LLC, a Delaware limited liability company, indirectly owns
4,894,391 Ordinary Shares because it serves as the investment manager of
Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master
Fund, Ltd., each a Cayman Islands company. Mr. Mintz indirectly owns
4,894,391 Ordinary Shares in his capacity as manager of Sabby Management,
LLC.

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
[_].

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Page 6 of 7 – SEC Filing

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.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 that
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.

March 31, 2017

(Date)Sabby Healthcare Master Fund, Ltd.

By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management Ltd.,
a Director

Sabby Management, LLC*

By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer

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Page 7 of 7 – SEC Filing

/s/ Hal Mintz
Hal Mintz
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