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 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 *
  Aharon Eyal
 2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2022		 3. Issuer Name and Ticker or Trading Symbol
ACTELIS NETWORKS INC [ASNS]
(Last)
(First)
(Middle)
47800 WESTINGHOUSE DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President R&D
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FREMONT, CA 94539		 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
Option   (1) 06/30/2025 Common Stock 10,978 $ 0.0644 D  
Option   (2) 01/21/2026 Common Stock 1,098 $ 0.0644 D  
Option   (3) 06/08/2027 Common Stock 4,093 $ 0.1058 D  
Option   (4) 02/08/2028 Common Stock 8,696 $ 0.1058 D  
Option   (5) 03/06/2029 Common Stock 10,870 $ 0.1058 D  
Option   (6) 05/27/2031 Common Stock 4,348 $ 1.3616 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aharon Eyal
47800 WESTINGHOUSE DRIVE
FREMONT, CA 94539		       Vice President R&D  

Signatures

/s/ Eyal Aharon 05/17/2022
**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 Option grant was vested in full on 06/29/2019.
(2) This Option grant was vested in full on 01/20/2020.
(3) This Option grant was vested in full on 06/07/2021.
(4) This Option grant was vested in full on 02/07/2022.
(5) This Option grant is approximately 83% vested as of May 12, 2022, with the remaining 17% of the Option grant vesting at a rate of 226 options per month until December 31, 2022, at which point the Option grant shall be fully vested, subject to Mr. Aharon remaining continuously employed through the final vesting date.
(6) This Option grant is approximately 27% vested as of May 12, 2022, with the remaining 73% of the Option grant vesting at a rate of 91 options per month until March 31, 2025, at which point the Option grant shall be fully vested, subject to Mr. Aharon remaining continuously employed through the final vesting date.

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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