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 *
  Pomona Capital VII, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2017
3. Issuer Name and Ticker or Trading Symbol
Novocure Ltd [NVCR]
(Last)
(First)
(Middle)
780 THIRD AVE, 46TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Common Stock 6,798,841
D (1)
 
Common Stock 3,076,019
D (2)
 

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pomona Capital VII, L.P.
780 THIRD AVE, 46TH FLOOR
NEW YORK, NY 10017
    X    
Pomona Capital VII Fund Investors, L.P.
780 THIRD AVE, 46TH FLOOR
NEW YORK, NY 10017
    X    
Pomona Associates VII, L.P.
780 THIRD AVE, 46TH FLOOR
NEW YORK, NY 10017
    X    
Pomona Secondary Associates VII LLC
780 THIRD AVE, 46TH FLOOR
NEW YORK, NY 10017
    X    
Pomona G.P. Holdings LLC
780 THIRD AVE, 46TH FLOOR
NEW YORK, NY 10017
    X    
GRANOFF MICHAEL D
780 THIRD AVE, 46TH FLOOR
NEW YORK, NY 10017
    X    
JANIS FRANCES
780 THIRD AVE, 46TH FLOOR
NEW YORK, NY 10017
    X    
FUTRELL STEVE
780 THIRD AVE, 46TH FLOOR
NEW YORK, NY 10017
    X    

Signatures

/s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC, general partner of Pomona Associates VII, L.P., general partner of Pomona Capital VII, L.P. 03/22/2017
**Signature of Reporting Person Date

/s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC, general partner of Pomona Associates VII, L.P., Class A general partner of Pomona Capital VII Fund Investors, L.P. 03/22/2017
**Signature of Reporting Person Date

/s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC, Class B general partner of Pomona Capital VII Fund Investors, L.P. 03/22/2017
**Signature of Reporting Person Date

/s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC, general partner of Pomona Associates, L.P. 03/22/2017
**Signature of Reporting Person Date

/s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC, sole member of Pomona Secondary Associates VII LLC 03/22/2017
**Signature of Reporting Person Date

/s/ Frances N. Janis, Managing Principal of Pomona G.P. Holdings LLC 03/22/2017
**Signature of Reporting Person Date

/s/ Michael D. Granoff 03/22/2017
**Signature of Reporting Person Date

/s/ Frances N. Janis 03/22/2017
**Signature of Reporting Person Date

/s/ Stephen M. Futrell 03/22/2017
**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) The shares are held directly by Pomona Capital VII, L.P. ("PC VII"). The sole member of PC VII is Pomona Associates VII, L.P. ("PCVII GP"). The general partner of PCVII GP is Pomona Secondary Associates VII LLC ("PCVII LLC"). The sole member of PCVII LLC is Pomona G.P. Holdings LLC ("Holdings LLC"). The individual managers of Holdings LLC are Michael D. Granoff ("Granoff"), Frances N. Janis ("Janis") and Stephen M. Futrell ("Futrell") and, as such, each of PCVII GP, PCVII LLC, Holdings LLC, Granoff, Janis and Futrell exercises shared voting and investment power over the shares held of record by PC VII. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.
(2) The shares are held directly by Pomona Capital VII Fund Investors, L.P. ("PC VII FI"). The Class A sole member of PC VII FI is PCVII GP and the Class B general partner of PC VII FI is PCVII LLC. The general partner of PCVII GP is also PCVII LLC. The sole member of PCVII LLC is Holdings LLC. The individual managers of Holdings LLC are Granoff, Janis and Futrell and, as such, each of PCVII GP, PCVII LLC, Holdings LLC, Granoff, Janis and Futrell exercises shared voting and investment power over the shares held of record by PC VII FI. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.

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