SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Toledano Miranda Jayne

(Last)

(First)

(Middle)

KIRYAT HADASSAH,

MINRAV BUILDING, 5TH FLOOR

(Street)

JERUSALEM

9112002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Entera Bio Ltd. [ ENTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, par value NIS 0.0000769 per share	07/16/2025		A		136,842	A	$0.00⁽¹⁾	371,715	D
Ordinary Shares, par value NIS 0.0000769 per share	07/16/2025		A		43,860	A	$0.00⁽²⁾	415,575	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.28	07/16/2025		A		500,000		⁽³⁾	04/28/2035	Ordinary Shares, par value NIS 0.0000769 per share	500,000	$0	500,000	D

Explanation of Responses:

1. Represent a grant of stock-settled restricted stock units. This grant of stock-settled restricted stock units was approved by the Board of Directors (the "Board") of Entera Bio Ltd. (the "Company") on April 28, 2025, subject to approval by the Company's shareholders, which was obtained on July 16, 2025. This grant was awarded to the Reporting Person in lieu of the Reporting Person's 2024 annual cash bonus. The restricted stock units vest ratably on a quarterly basis over a one-year period that began on April 28, 2025.

2. Represent a grant of stock-settled restricted stock units. This grant of stock-settled restricted stock units was approved by the Board on April 28, 2025, subject to approval by the Company's shareholders, which was obtained on July 16, 2025. This grant was awarded to the Reporting Person in lieu of $100,000 the Reporting Person is entitled to under the Reporting Person's base salary for 2025. The restricted stock units vest ratably on a quarterly basis over a one-year period that began on April 1, 2025.

3. This grant of options was approved by the Board on April 28, 2025, subject to approval by the Company's shareholders, which was obtained on July 16, 2025. The options vest over a three-year period that commenced on April 28, 2025, with a third of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining two-year period.

	/s/ Dana Yaacov-Garbeli, Attorney-in-Fact	07/18/2025
	** Signature of Reporting Person	Date
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