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 *
  Stuart Iain
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2018
3. Issuer Name and Ticker or Trading Symbol
Foamix Pharmaceuticals Ltd. [FOMX]
(Last)
(First)
(Middle)
C/O FOAMIX PHARMACEUTICALS LTD., 2 HOLZMAN STREET, WEIZMANN SCIENCE PARK
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP R&D
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REHOVOT, L3 7670402
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)

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   (1) 11/15/2026 Ordinary Shares 40,000 $ 8.54 D  
Options   (2) 08/08/2027 Ordinary Shares 13,000 $ 5.39 D  
Restricted Share Units   (3)   (3) Ordinary Shares 27,000 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stuart Iain
C/O FOAMIX PHARMACEUTICALS LTD.
2 HOLZMAN STREET, WEIZMANN SCIENCE PARK
REHOVOT, L3 7670402
      SVP R&D  

Signatures

/s/ Ilan Hadar as attorney-in-fact for Iain Stuart 01/11/2018
**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) The Options vest over a period of four years from November 15, 2016 (25% on each anniversary of such date) and ending November 15, 2020
(2) The Options vest over a period of four years from August 8, 2017 (25% on the first anniversary of such date and 6.25% every three months thereafter) and ending August 8, 2021
(3) The Restricted Share Units vest over a period of four years (25% on August 8, 2018 and 6.25% every three months thereafter) ending August 8, 2021
 
Remarks:
The Reporting Person is filing this form in connection with the Issuer's transition from a foreign private issuer to a domestic issuer, effective January 1, 2018. Exhibit List: Exhibit 24 - Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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