Page 5 of 8 – SEC Filing
Explanatory Note
This Amendment No. 2 to the Schedule 13G originally filed on
July 6, 2015 is being filed to report that certain of the reporting persons’ beneficial ownership has decreased by more than
five percent of a class of equity securities of the Issuer.
Item 1.
(a) Name
of Issuer: ALCOBRA LTD. (the “Issuer”).
(b) Address
of the Issuer’s Principal Executive Offices: Amot Investment Building, 2 Weizman Street, 9th Floor, Tel Aviv
6423902 Israel.
Item 2.
(a) Name
of Person Filing: This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”),
Peter Kolchinsky and RA Capital Healthcare Fund, L.P. (the “Fund”). Capital, Mr. Kolchinsky and the Fund are collectively
referred to herein as the “Reporting Persons.” Capital is the general partner of the Fund and serves as investment
adviser for a separately managed account (the “Account”). Mr. Kolchinsky is the manager of Capital. As the investment
adviser to the Fund and the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities
Exchange Act of 1934 (the “Act”), of any securities of the Issuer owned by the Fund or the Account. As the manager
of Capital, Mr. Kolchinsky may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the
Issuer beneficially owned by Capital. Capital is a registered investment adviser within the meaning of Rule 13d-1(b)(1)(ii)(E)
and Rule 16a-1(a)(v), and Mr. Kolchinsky is a parent or control person of Capital within the meaning of Rule 13d-1(b)(1)(ii)(G)
and Rule 16a-1(a)(1)(vii). Capital and Mr. Kolchinsky disclaim beneficial ownership of the securities reported in this Schedule
13G Statement (the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of
the Act, and neither the filing of the Statement nor the filing of this Amendment shall be deemed an admission that either Capital
or Mr. Kolchinsky is or was the beneficial owner of such securities for any other purpose.
(b) Address
of Principal Business Office: The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20
Park Plaza, Suite 1200, Boston, MA 02116.
(c) Citizenship:
Capital is a Massachusetts limited liability company. The Fund is a Delaware limited partnership. Mr. Kolchinsky is a United States
citizen.
(d) Title
and Class of Securities: Ordinary Shares
(e) CUSIP
Number: M2239P109
Item 3. If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
