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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Murphy Brian M

(Last)

(First)

(Middle)

C/O NANOVIBRONIX, INC.

525 EXECUTIVE BOULEVARD

(Street)

ELMSFORD

10523

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NanoVibronix, Inc. [ NAOV ]

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)
11/15/2023

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)

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)
Option to Purchase Common Stock	$1.24	11/15/2023		A		20,000		⁽¹⁾	11/15/2023	Common Stock	20,000	$0	20,000	D
Option to Purchase Common Stock	$8.94	11/29/2023		D			1,875	⁽²⁾	08/14/2028	Common Stock	1,875	$0⁽⁵⁾	0	D
Option to Purchase Common Stock	$14.1	11/29/2023		D			2,500	10/01/2020	10/01/2030	Common Stock	2,500	$0⁽⁵⁾	0	D
Option to Purchase Common Stock	$16.8	11/29/2023		D			10,000	⁽³⁾	12/22/2030	Common Stock	10,000	$0⁽⁵⁾	0	D
Option to Purchase Common Stock	$20.2	11/29/2023		D			15,000	⁽⁴⁾	12/29/2031	Common Stock	15,000	$0⁽⁵⁾	0	D

Explanation of Responses:

1. 100% of the option vested on November 15, 2023, in accordance with that certain option agreement entered into by and between the Issuer and the reporting person and the NanoVibronix, Inc. 2014 Long-Term Incentive Plan.

2. The option vested in two equal installments as follows: (i) 1/2 of the total shares on November 1, 2018, and (ii) 1/2 of the total shares on November 1, 2019.

3. 20% of the option vested on December 22, 2020 (the "2020 Date of Grant"), with an additional 20% vested on the three month anniversary of the 2020 Date of Grant, a further 20% vested on the six month anniversary of the 2020 Date of Grant, a further 20% vested on the nine month anniversary of the 2020 Date of Grant, and the final 20% vested on the year anniversary of the 2020 Date of Grant, in accordance with that certain option agreement entered into by and between the Issuer and the reporting person and the NanoVibronix, Inc. 2014 Long-Term Incentive Plan.

4. 25% of the option vested on December 29, 2021 (the " 2021 Date of Grant"), with an additional 25% vested on the three-month anniversary of the 2021 Date of Grant, a further 25% vested on the six-month anniversary of the 2021 Date of Grant, and the final 25% vested on the nine-month anniversary of the 2021 Date of Grant, in accordance with that certain option agreement entered into by and between the Issuer and the reporting person and the NanoVibronix, Inc. 2014 Long-Term Incentive Plan.

5. The options were canceled by mutual agreement of the reporting person and NanoVibronix, Inc. The reporting person received $1.00 as the aggregate consideration for the cancellations

	/s/ Brian M. Murphy	12/06/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Murphy Brian M