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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

3,750,000 shares

SHARED VOTING POWER

0 shares

SOLE DISPOSITIVE POWER

3,750,000 shares

SHARED DISPOSITIVE POWER

0 shares

Accession Number:: 0001193125-22-031080
Form Type:: 13D Filing
Publication Date:: 2022-02-07 19:00:00

Filed By:: Ai Gamida Holdings Llc
Company:: Gamida Cell Ltd. (NASDAQ:GMDA)
Filing Date:: 2022-02-08
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
AI Gamida Holdings	3,750,000	0	3,750,000	0	3,750,000	6.32%
Access Industries Holdings	0	6,179,975	0	6,179,975	6,179,975	10.39%
Access Industries	0	6,179,975	0	6,179,975	6,179,975	10.39%
Access Industries Management	0	9,929,975	0	9,929,975	9,929,975	16.69%
Clal Biotechnology Industries Ltd	1,694,487	1,374,377	1,694,487	1,374,377	3,068,864	5.16%
Bio Medical Investment (1997) Ltd	1,374,377	0	1,374,377	0	1,374,377	2.32%
Len Blavatnik	0	9,929,975	0	9,929,975	9,929,975	16.69%
AI Biotechnology	3,111,111	0	3,111,111	0	3,111,111	5.25%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Gamida Cell Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

M47364100

(CUSIP Number)

Alejandro Moreno

c/o Access Industries, Inc.

40 West 57th Street, 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Nicholas P. Pellicani

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

CUSIP No. M47364100


1		NAME OF REPORTING PERSON. AI Gamida Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

(1)	Excludes 3,068,864 Ordinary Shares that are beneficially owned by Clal Biotechnology Industries Ltd. and its subsidiaries and 3,111,111 Ordinary Shares that are directly owned by AI Biotechnology LLC.

(2)	All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement are based on 59,298,846 Ordinary Shares issued and outstanding on September 30, 2021, as reported in the Issuers Form 6-K filed with the SEC on November 15, 2021.

CUSIP No. M47364100


1		NAME OF REPORTING PERSON. Access Industries Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

(1)	Excludes 3,750,000 Ordinary Shares that are owned directly by AI Gamida Holdings LLC.

(2)	All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement are based on 59,298,846 Ordinary Shares issued and outstanding on September 30, 2021, as reported in the Issuers Form 6-K filed with the SEC on November 15, 2021.

CUSIP No. M47364100


1		NAME OF REPORTING PERSON. Access Industries, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

(1)	Excludes 3,750,000 Ordinary Shares that are owned directly by AI Gamida Holdings LLC.

(2)	All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement are based on 59,298,846 Ordinary Shares issued and outstanding on September 30, 2021, as reported in the Issuers Form 6-K filed with the SEC on November 15, 2021.

CUSIP No. M47364100


1		NAME OF REPORTING PERSON. Access Industries Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

(1)	All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement are based on 59,298,846 Ordinary Shares issued and outstanding on September 30, 2021, as reported in the Issuers Form 6-K filed with the SEC on November 15, 2021.

CUSIP No. M47364100


1		NAME OF REPORTING PERSON. Clal Biotechnology Industries Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Israel

(1)	Excludes 3,750,000 Ordinary Shares that are owned directly by AI Gamida Holdings LLC and 3,111,111 Ordinary Shares that are owned directly by AI Biotechnology LLC.

(2)	All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement are based on 59,298,846 Ordinary Shares issued and outstanding on September 30, 2021, as reported in the Issuers Form 6-K filed with the SEC on November 15, 2021.

CUSIP No. M47364100


1		NAME OF REPORTING PERSON. Bio Medical Investment (1997) Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Israel

(1)	Excludes 1,694,487 Ordinary Shares that are owned directly by Clal Biotechnology Industries Ltd., 3,750,000 Ordinary Shares that are owned directly by AI Gamida Holdings LLC and 3,111,111 Ordinary Shares that are owned directly by AI Biotechnology LLC.

(2)	All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement are based on 59,298,846 Ordinary Shares issued and outstanding on September 30, 2021, as reported in the Issuers Form 6-K filed with the SEC on November 15, 2021.

CUSIP No. M47364100


1		NAME OF REPORTING PERSON. Len Blavatnik
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)	All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement are based on 59,298,846 Ordinary Shares issued and outstanding on September 30, 2021, as reported in the Issuers Form 6-K filed with the SEC on November 15, 2021.

CUSIP No. M47364100


1		NAME OF REPORTING PERSON. AI Biotechnology LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

(1)	Excludes 3,068,864 Ordinary Shares that are beneficially owned by Clal Biotechnology Industries Ltd. and its subsidiaries and 3,750,000 Ordinary Shares that are owned directly by AI Gamida Holdings LLC.

(2)	All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Statement are based on 59,298,846 Ordinary Shares issued and outstanding on September 30, 2021, as reported in the Issuers Form 6-K filed with the SEC on November 15, 2021.

CONTINUATION PAGES TO AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D is being filed by AI Gamida Holdings LLC (AI Gamida), Access Industries Holdings LLC (AIH), Access Industries Management, LLC (AIM), Access Industries, LLC (Access LLC), Bio Medical Investment (1997) Ltd. (Bio Medical), Clal Biotechnology Industries Ltd. (CBI) and Len Blavatnik (collectively, the Original Reporting Persons) and AI Biotechnology LLC (AIB and, together with the Original Reporting Persons, the Reporting Persons, and each, a Reporting Person) to report certain changes in beneficial ownership of ordinary shares, par value NIS 0.01 per share (the Ordinary Shares), of Gamida Cell Ltd. (the Issuer) held by the Reporting Persons.

The Schedule 13D filed by the Original Reporting Persons with the Securities and Exchange Commission (the SEC) on November 9, 2018, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on July 3, 2019 and Amendment No. 2 to the Schedule 13D filed by the Reporting Persons with the SEC on May 22, 2020 (together, the Schedule), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 3. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

Item 3

Source and Amount of Funds or Other Considerations

Item 3 to the Schedule is hereby amended by adding the following paragraph to the end of Item 3:

On July 8, 2019, CBI was granted options to purchase 10,000 Ordinary Shares, with an exercise price of $4.70 per share, in respect of Ofer Gonens service on the Issuers Board of Directors, pursuant to the terms of the Issuers 2017 Share Incentive Plan. The options vested in equal quarterly installments over a twelve-month period commencing on November 1, 2019, subject to the continued service by Mr. Gonen to the Issuer as of the applicable vesting date.

On November 17, 2020, CBI was granted options to purchase 12,000 Ordinary Shares, with an exercise price of $6.66 per share, in respect of Mr. Gonens service on the Issuers Board of Directors, pursuant to the terms of the Issuers 2017 Share Incentive Plan. The options vested in equal quarterly installments over a twelve-month period commencing on November 1, 2020, subject to the continued service by Mr. Gonen to the Issuer as of the applicable vesting date.

On December 20, 2021, CBI was granted options to purchase 9,500 Ordinary Shares, with an exercise price of $2.63 per share, in respect of Mr. Gonens service on the Issuers Board of Directors, pursuant to the terms of the Issuers 2017 Share Incentive Plan. The options vest in equal quarterly installments over a twelve-month period commencing on November 1, 2021, subject to the continued service by Mr. Gonen to the Issuer as of the applicable vesting date.

On December 20, 2021, CBI was granted 2,000 restricted stock awards, in respect of Mr. Gonens service on the Issuers Board of Directors, pursuant to the terms of the Issuers 2017 Share Incentive Plan. The restricted stock awards vest on November 1, 2022, subject to the continued service by Mr. Gonen to the Issuer as of such vesting date.

Item 5

Interest in Securities of the Issuer

Item 5 to the Schedule is hereby amended and restated as follows:

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

3,750,000 Ordinary Shares are owned directly by AI Gamida and may be deemed to be beneficially owned by AIM and Len Blavatnik because (i) AIM and Len Blavatnik control AI Gamida, and (ii) Len Blavatnik controls AIM. Each of the Reporting Persons (other than AI Gamida), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of the securities held directly by AI Gamida.

3,068,864 Ordinary Shares may be deemed to be beneficially owned by CBI, including (i) 1,507,369 Ordinary Shares owned directly by CBI, (ii) 160,743 Ordinary Shares issuable upon exercise of warrants owned directly by CBI, (iii) options to purchase 10,000 Ordinary Shares owned directly by CBI, with an exercise price of $4.70 per share, which are currently exercisable, (iv) options to purchase 12,000 Ordinary Shares owned directly by CBI, with an exercise price of $6.66 per share, which are currently exercisable, (v) options to purchase 2,375 Ordinary Shares owned directly by CBI, with an exercise price of $2.63 per share, which are currently exercisable, (iv) 2,000 restricted stock awards owned directly by CBI and (vii) 1,374,377 Ordinary Shares owned directly by Bio Medical, which is a wholly owned subsidiary of CBI. CBI may be deemed to share voting and investment power over the shares held directly by Bio Medical because it controls that entity. CBI is a publicly traded company traded on the Tel Aviv Stock Exchange.

1,374,377 Ordinary Shares are owned directly by Bio Medical, which is a wholly owned subsidiary of CBI.

3,111,111 Ordinary Shares are owned directly by AIB, which is a wholly owned subsidiary of AIH.

Each of AIH, Access LLC, AIM and Mr. Blavatnik may be deemed to share voting and investment power over the Ordinary Shares deemed to be beneficially owned by CBI (including the shares held directly by Bio Medical) and the Ordinary Shares owned directly by AIB because (i) Len Blavatnik controls AIM, AIH, Access LLC and AI International GP Limited (the general partner of AI SMS, as defined below), (ii) Access LLC controls a majority of the outstanding voting interests in AIH, (iii) AIM controls Access LLC and AIH, (iv) AIH owns AIB, (v) AIH owns a majority of the equity of AI SMS L.P. (AI SMS), (vi) AI SMS owns a majority of the equity of AI Diversified Holdings Ltd. (Holdings Limited), (vii) Holdings Limited owns AI Diversified Parent S.à r.l., which owns AI Diversified Holdings S.à r.l., which owns Access AI Ltd (Access AI), (viii) Access AI wholly owns Clal Industries Ltd. (CI), and (ix) CI is the controlling shareholder of CBI. Each of the Reporting Persons (other than, (x) solely with respect to the securities held directly by CBI, CBI, (y) solely with respect to the securities held directly by Bio Medical, Bio Medical and (z) solely with respect to the securities held directly by AIB, AIB), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of the securities held directly by CBI, Bio Medical and AIB.

(d) Not applicable.

(e) Not applicable.

Item 7

Materials to Be Filed as Exhibits


Exhibit		Description

99.9		Joint Filing Agreement, dated as of February 8, 2022.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 8, 2022


AI GAMIDA HOLDINGS LLC				By: Access Industries Management, LLC, Its Manager

				/s/ Alejandro Moreno
				Name: Alejandro Moreno
				Title: Executive Vice President

ACCESS INDUSTRIES HOLDINGS LLC				By: Access Industries Management, LLC, Its Manager

				/s/ Alejandro Moreno
				Name: Alejandro Moreno
				Title: Executive Vice President

ACCESS INDUSTRIES MANAGEMENT, LLC				/s/ Alejandro Moreno
				Name: Alejandro Moreno
				Title: Executive Vice President

ACCESS INDUSTRIES, LLC				By: Access Industries Management, LLC, Its Manager

				/s/ Alejandro Moreno
				Name: Alejandro Moreno
				Title: Executive Vice President

CLAL BIOTECHNOLOGY INDUSTRIES LTD.				/s/ Ofer Gonen
				Name: Ofer Gonen
				Title: Chief Executive Officer

				/s/ Assaf Segal
				Name: Assaf Segal
				Title: Chief Financial Officer

BIO MEDICAL INVESTMENT (1997) LTD.				/s/ Ofer Gonen
				Name: Ofer Gonen
				Title: Director

				/s/ Assaf Segal
				Name: Assaf Segal
				Title: Director

AI BIOTECHNOLOGY LLC				By: Access Industries Management, LLC, Its Manager

				/s/ Alejandro Moreno
				Name: Alejandro Moreno
				Title: Executive Vice President


				*
				Name: Len Blavatnik

*	The undersigned, by signing his name hereto, executes this Amendment No. 3 to Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

By:

/s/ Alejandro Moreno

Name: Alejandro Moreno

Attorney-in-Fact