- Statement of Ownership (SC 13G)
10 Marzo 2009 - 4:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
Compugen Ltd.
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(Name of Issuer)
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Ordinary
Shares, nominal value 0.01 New Israeli Shekels per Share
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(Title of class of
Securities)
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M25722105
(CUSIP Number)
*The remainder of this cover page shall
be filled out for a reporting persons 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.
M25722105
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13G
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Page 2 of 4 Pages
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1
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NAME OR REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name: Martin S. Gerstel
Social Security Number: 044-32-2725
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,302,568
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6
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SHARED VOTING POWER
550,000
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7
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SOLE DISPOSITIVE POWER
1,302,568
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8
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SHARED DISPOSITIVE POWER
550,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,852,568
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.49%
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12
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TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE
FILLING OUT!
CUSIP NO.
M25722105
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13G
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Page 3 of 4 Pages
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Item 1.
(b)
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72
Pinchas Rosen St., Tel Aviv, 69512 Israel
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Item 2.
(b)
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72
Pinchas Rosen St., Tel Aviv, 69512 Israel
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(d)
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Ordinary
Shares nominal value 0.01 New Israeli Shekels per Share
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Item 3.
Not applicable.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported on By the Parent Holding Company.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
CUSIP NO.
M25722105
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13G
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Page 4 of 4 Pages
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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 such 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 9, 2009
Date
/s/ Martin S. Gerstel
Signature
Martin S. Gerstel
Name
Compugen (NASDAQ:CGEN)
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