| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
MediWound Ltd. [ MDWD ] Foreign Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2026 | |||||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares(8) | 08/26/2026 | S | 1,865 | D | $13 | 0 | D | |||
| Ordinary Shares(9) | 08/27/2026 | S | 1,979 | D | $12.72 | 0 | D | |||
| Ordinary Shares(9) | 08/27/2026 | S | 1,979 | D | $13.126 | 0 | D | |||
| Ordinary Shares(1)(10) | 4,085 | D | ||||||||
| Ordinary Shares(2)(10) | 3,000 | D | ||||||||
| Ordinary Shares(3)(10) | 3,000 | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy ordinary shares)(4)(8) | $8.1292 | 08/26/2026 | M | 5,000 | (4) | 12/01/2033 | Ordinary Shares | 5,000 | $0 | 27,000 | D | ||||
| Stock Option (right to buy ordinary shares)(4)(9) | $8.1292 | 08/27/2026 | M | 11,000 | (4) | 12/01/2033 | Ordinary Shares | 11,000 | $0 | 16,000 | D | ||||
| Stock Option (right to buy ordinary shares)(5)(10) | $12.729 | (5) | 02/26/2034 | Ordinary Shares | 32,681 | 32,681 | D | ||||||||
| Stock Option (right to buy ordinary shares)(6)(10) | $18.54 | (6) | 02/11/2035 | Ordinary Shares | 24,000 | 24,000 | D | ||||||||
| Stock Option (right to buy ordinary shares)(7)(10) | $17.6 | (7) | 03/04/2036 | Ordinary Shares | 31,000 | 31,000 | D | ||||||||
| Explanation of Responses: |
| 1. The ordinary shares reported in this row consist of shares underlying restricted share units ("RSUs") that were granted to the Reporting Person on February 26, 2024 and vest in accordance with the following schedule: 25% of the RSUs vested upon the one-year anniversary of the grant date, and an additional 6.25% of the RSUs vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 2. The ordinary shares reported in this row consist of shares underlying RSUs that were granted to the Reporting Person on February 11, 2025 and vest in accordance with the following schedule: 25% of the RSUs vested upon the one-year anniversary of the grant date, and an additional 6.25% of the RSUs vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 3. The ordinary shares reported in this row consist of shares underlying RSUs that were granted to the Reporting Person on March 4, 2026 and vest in accordance with the following schedule: 25% of the RSUs vested upon the one-year anniversary of the grant date, and an additional 6.25% of the RSUs vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 4. The options reported in this row are the remaining outstanding options from a grant of 39,000 options that were granted to the Reporting Person on December 1, 2023 and that have been vesting in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 5. The options reported in this row were granted to the Reporting Person on February 26, 2024 and vest in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 6. The options reported in this row were granted to the Reporting Person on February 11, 2025 and vest in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 7. The options reported in this row were granted to the Reporting Person on March 4, 2026 and vest in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 8. The Reporting Person exercised 5,000 stock options on a net (cashless) basis. Shares otherwise issuable upon exercise were withheld to satisfy the aggregate exercise price, resulting in the net issuance of 1,865 ordinary shares to the Reporting Person. All 1,865 ordinary shares received upon the net exercise were sold on the same day as reported in Table I. |
| 9. The Reporting Person exercised 11,000 stock options on a net (cashless) basis. Shares otherwise issuable upon exercise were withheld to satisfy the aggregate exercise price, resulting in the net issuance of 3,958 ordinary shares to the Reporting Person. All 3,958 ordinary shares received upon the net exercise were sold on the same day as reported in Table I. |
| 10. There were no transactions effected in respect of the securities reported in the rows marked with this footnote, and the holdings in such rows are being included for informational purposes only. |
| /s/ Yaron Meyer, attorney-in-fact | 08/28/2026 | |
| ** 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. | ||
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Yaron Meyer, Executive Vice President, General Counsel & Corporate Secretary of MediWound Ltd. (the “Company”), with full power of substitution, signing individually, the undersigned’s true and lawful attorney-in fact and agent to:
1. Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;
2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to execute such Forms 3, 4, or 5, (including any amendments thereto) and timely file such forms with the SEC, and any stock exchange, self-regulatory association or similar authority; and
3. Take any other action of any nature whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, and his substitutes, in serving in such capacity at the request of the undersigned, is not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of March, 2026.
| By: | /s/ Shmuel Hess | ||
| Name: | Shmuel Hess |