Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Shah Pritesh
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2018
3. Issuer Name and Ticker or Trading Symbol
NovoCure Ltd [NVCR]
(Last)
(First)
(Middle)
C/O NOVOCURE INC.,, 20 VALLEY STREAM PARKWAY, SUITE 300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
07/11/2018
(Street)

MALVERN, PA 19355
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Ordinary Shares 17,087 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Buy Ordinary Shares   (2) 05/01/2028 Ordinary Shares 30,000 $ 27.6 D  
Options to Buy Ordinary Shares   (3) 02/27/2028 Ordinary Shares 67,586 $ 21.15 D  
Options to Buy Ordinary Shares   (4) 07/26/2027 Ordinary Shares 50,000 $ 19.25 D  
Options to Buy Ordinary Shares   (5) 05/02/2027 Ordinary Shares 50,000 $ 11.85 D  
Options to Buy Ordinary Shares   (6) 02/22/2027 Ordinary Shares 65,000 $ 7.15 D  
Options to Buy Ordinary Shares   (7) 02/24/2026 Ordinary Shares 24,963 $ 11.46 D  
Options to Buy Ordinary Shares   (8) 02/24/2026 Ordinary Shares 10,037 $ 11.46 D  
Options to Buy Ordinary Shares   (9) 03/05/2025 Ordinary Shares 17,739 $ 14.37 D  
Options to Buy Ordinary Shares   (10) 03/05/2025 Ordinary Shares 5,913 $ 14.37 D  
Options to Buy Ordinary Shares   (11) 02/26/2024 Ordinary Shares 59,130 $ 7.48 D  
Options to Buy Ordinary Shares   (12) 02/20/2023 Ordinary Shares 8,869 $ 7.03 D  
Options to Buy Ordinary Shares   (13) 11/13/2022 Ordinary Shares 23,652 $ 6.72 D  
Restricted Stock Units   (14) 05/01/2028 Ordinary Shares 7,000 $ 0 D  
Restricted Stock Units   (15) 02/27/2028 Ordinary Shares 9,259 $ 0 D  
Restricted Stock Units   (16) 02/22/2027 Ordinary Shares 39,000 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shah Pritesh
C/O NOVOCURE INC.,
20 VALLEY STREAM PARKWAY, SUITE 300
MALVERN, PA 19355
      Chief Commercial Officer  

Signatures

/s/ Kimberly Burke, Attorney in fact for Pritesh Shah 08/28/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) This amount has been revised to correct an error on the Form 3 filed on July 11, 2018.
(2) One-quarter of these options will vest on each of May 1, 2019, 2020, 2021 and 2022, subject to the reporting person's continued employment through such dates.
(3) One-quarter of these options will vest on each of February 27, 2019, 2020, 2021 and 2022, subject to the reporting person's continued employment through such dates.
(4) One-quarter of these options will vest on each of July 26, 2018, 2019, 2020 and 2021, subject to the reporting person's continued employment through such dates.
(5) One-quarter of these options will vest on each of May 2, 2018, 2019, 2020 and 2021, subject to the reporting person's continued employment through such dates.
(6) One-quarter of these options vest on each of February 22, 2018, 2019, 2020 and 2021, subject to the reporting person's continued employment through such dates.
(7) One-quarter of these options vest on each of February 24, 2017, 2018, 2019 and 2020, subject to the reporting person's continued employment through such dates.
(8) Options to buy 1,311 ordinary shares will fully vest and become exercisable on February 24, 2019 and options to buy 8,726 ordinary shares will fully vest and become exercisable on February 24, 2020.
(9) Options to buy 17,739 ordinary shares are vested and currently exercisable as of the date hereof.
(10) Options to buy 5,913 ordinary shares will fully vest and become exercisable on February 25, 2019
(11) Options to buy 59,130 ordinary shares are vested and currently exercisable as of the date hereof.
(12) Options to buy 8,869 ordinary shares are vested and currently exercisable as of the date hereof.
(13) Options to buy 23,652 ordinary shares are vested and currently exercisable as of the date hereof.
(14) One-third of these restricted stock units are scheduled to vest on each of May 1, 2019, 2020 and 2021, subject to the reporting person's continued employment through such dates.
(15) One-third of these restricted stock units are scheduled to vest on each of February 27, 2019, 2020 and 2021, subject to the reporting person's continued employment through such dates.
(16) One-third of these restricted stock units are scheduled to vest on each of February 22, 2018, 2019 and 2020, subject to the reporting person's continued employment through such dates.

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