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

(c)          The Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.

(d)          Not applicable.

(e)          Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In addition to the relationships between the Reporting Persons described in Items 2, 3, and 5 above, OrbiMed BioFund is the sole general partner of OrbiMed Partners pursuant to the terms of the limited partnership agreement of OrbiMed Partners.  OrbiMed Israel is the sole general partner of OrbiMed BioFund, pursuant to the terms of the limited partnership agreement of OrbiMed BioFund.  As a result, OrbiMed BioFund has the power to direct the vote and to direct the disposition of the Ordinary Shares held by OrbiMed Partners and such power is exercised through OrbiMed Israel. OrbiMed Israel exercises this investment power through an investment committee (the “Committee”) comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz and Erez Chimovits, each of whom disclaims beneficial ownership of the Ordinary Shares held by OrbiMed Partners, except to the extent of their pecuniary interest therein. As a result, OrbiMed BioFund and OrbiMed Israel may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Ordinary Shares held by OrbiMed Partners and to share power to direct the vote and the disposition of the Ordinary Shares held by OrbiMed Partners.  The number of outstanding Ordinary Shares attributable to OrbiMed Partners is 7,407,282 Ordinary Shares.  OrbiMed Israel maybe be considered to hold indirectly 7,407,282 Ordinary Shares, and OrbiMed BioFund may be considered to hold indirectly 7,407,282  Ordinary Shares.

As noted above under Item 3, Darvish and Naschitz have been members of the Board since March 2013, and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer.  From time to time, Darvish and Naschitz may receive stock options or other awards of equity‑based compensation pursuant to the Issuer’s compensation arrangements for non‑employee directors.  Darvish and Naschitz are obligated to transfer any Ordinary Shares granted to them by the Issuer, or the economic benefits thereof, to OrbiMed Israel or an affiliate, which in turn will ensure that such Ordinary Shares or economic benefits are provided to OrbiMed Partners.

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule B to this Statement or between any of the Reporting Persons and any other person or, to the best of their knowledge, any person named in Schedule B to this Statement and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.