FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Check this box if no

Washington, D.C. 20549

longer subject to

Section 16. Form 4 or

Form 5 obligations may STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

continue. See

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

Instruction 1(b).

Investment Company Act of 1940

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3235-0287

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1. Name and Address of Reporting Person

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Elstein

Amir

Teva Pharmaceutical Industries Ltd. [TEVA]

(Check all applicable)

X

Director

____

10% Owner

(Last)

(First)

(Middle)

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

____

Officer (give title below)____

Other (specify below)

C/O Teva Pharmaceutical Industries Ltd.

06/15/2023

124 Dvora HaNevi'a St.,

(Street)

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

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

Tel Aviv

L3

6944020

XForm filed by One Reporting Person

____

Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is

intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3. Transaction

4. Securities Acquired

Date

Execution Date, if

Code

(A) or Disposed of (D)

(Month/Day/Year)

any

(Instr. 8)

(Instr. 3, 4 and 5)

(Month/Day/Year)

(A) or

Code

V

Amount

(D)

Price

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)

(Instr. 3 and 4)

6. 7. Nature of

Ownership Indirect

Form: Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(I)

(Instr. 4)

Page 1 of 2.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number of

6. Date Exercisable and

7. Title and Amount

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date, if

Transaction

Derivative

Expiration Date

of Underlying

Derivative

Derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

any

Code

Securities

(Month/Day/Year)

Securities

Security

Securities

Form of

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

(Instr. 8)

Acquired (A)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

or Disposed

Owned

Security:

(Instr. 4)

Security

of (D)

Following

Direct (D)

(Instr. 3, 4,

Reported

or Indirect

and 5)

Transaction(s)

(I)

(Instr. 4)

(Instr. 4)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Restricted

(1)

(2)

(2)

Ordinary

$ 0

Share

06/15/2023

A

21,108

Shares

21,108

21,108

D

Units

(3)

Explanation of Responses:

  1. Each restricted share unit represents a contingent right to receive, at settlement, one ordinary share or, at the option of the Human Resources and Compensation Committee, the cash value of one ordinary share.
  2. Restricted share units were granted on June 15, 2023 and vest on June 15, 2024.
  3. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

/s/ Dov Bergwerk as attorney-in-fact for Amir Elstein

06/20/2023

**Signature of Reporting Person

Date

  • 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.
    Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Page 2 of 2.

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Teva Pharmaceutical Industries Ltd. published this content on 20 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2023 11:59:11 UTC.