AI Gamida Form 3 Gamida Cell / Len Blavatnik ownership change

SEC Form 3

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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1. Name and Address of Reporting Person^*

Access Industries Holdings LLC

(Last)

(First)

(Middle)

40 WEST 57TH ST, 28TH FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2022

3. Issuer Name and Ticker or Trading Symbol
Gamida Cell Ltd. [ GMDA ]

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 of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
Ordinary Shares	3,750,000	I⁽¹⁾	By AI Gamida Holdings LLC
Ordinary Shares	1,509,369	I⁽²⁾	By Clal Biotechnology Industries Ltd.
Ordinary Shares	3,111,111	I⁽³⁾	By AI Biotechnology LLC
Ordinary Shares	1,374,377	I⁽⁴⁾	By Bio Medical Investment (1997) Ltd.

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽⁵⁾	07/22/2022	Ordinary Shares	160,743⁽⁵⁾	6.72⁽⁵⁾	I⁽²⁾	By Clal Biotechnology Industries Ltd.
Stock Option (Right to Buy)	⁽⁶⁾	07/08/2029	Ordinary Shares	10,000⁽⁶⁾	4.7⁽⁶⁾	I⁽²⁾	By Clal Biotechnology Industries Ltd.
Stock Option (Right to Buy)	⁽⁶⁾	11/17/2030	Ordinary Shares	12,000⁽⁶⁾	6.66⁽⁶⁾	I⁽²⁾	By Clal Biotechnology Industries Ltd.
Stock Option (Right to Buy)	⁽⁷⁾	12/20/2031	Ordinary Shares	9,500⁽⁷⁾	2.63⁽⁷⁾	I⁽²⁾	By Clal Biotechnology Industries Ltd.

1. Name and Address of Reporting Person^*

Access Industries Holdings LLC

(Last)

(First)

(Middle)

40 WEST 57TH ST, 28TH FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Clal Biotechnology Industries Ltd.

(Last)

(First)

(Middle)

3 AZRIELI CENTER TRIANGLE TOWER,

45TH FLOOR, 132 MENACHEM BEGIN ST.

(Street)

TEL AVIV

6702301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCESS INDUSTRIES, LLC

(Last)

(First)

(Middle)

40 WEST 57TH ST, 28TH FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCESS INDUSTRIES MANAGEMENT, LLC

(Last)

(First)

(Middle)

40 WEST 57TH ST, 28TH FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blavatnik Len

(Last)

(First)

(Middle)

40 WEST 57TH ST, 28TH FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AI Gamida Holdings LLC

(Last)

(First)

(Middle)

40 WEST 57TH ST, 28TH FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities reported are held directly by AI Gamida Holdings LLC ("AI Gamida") and may be deemed to be beneficially owned by Access Industries Management, LLC ("Management LLC") and Len Blavatnik, because Management LLC and Len Blavatnik control AI Gamida, and Len Blavatnik controls Management LLC. Each of the reporting persons (other than AI Gamida) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AI Gamida) is the beneficial owner of such securities for any purpose.

2. The securities reported are held directly by Clal Biotechnology Industries Ltd. ("CBI") and may be deemed to be beneficially owned by Access Industries Holdings LLC ("AIH"), Access Industries, LLC ("Access LLC"), Management LLC and Len Blavatnik, because Clal Industries Ltd. ("CI") is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than CBI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than CBI) is the beneficial owner of such securities for any purpose.

3. The securities reported are held directly by AI Biotechnology LLC ("AIB") and may be deemed to be beneficially owned by AIH, Access LLC, Management LLC and Len Blavatnik, because Len Blavatnik controls Management LLC, AIH and Access LLC, Access LLC controls a majority of the outstanding voting interests in AIH, Management LLC controls Access LLC and AIH, and AIH owns a majority of AIB. Each of the reporting persons (other than AIB) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AIB) is the beneficial owner of such securities for any purpose.

4. The securities reported are held directly by Bio Medical Investment (1997) Ltd. ("Bio Medical") and may be deemed to be beneficially owned by CBI, AIH, Access LLC, Management LLC and Len Blavatnik because CBI owns Bio Medical, CI is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than Bio Medical) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than Bio Medical) is the beneficial owner of such securities for any purpose.

5. Each warrant is exercisable for one Ordinary Share. CBI may elect to exercise the warrant in whole or in part and from time to time at any time until July 22, 2022, on a net issuance basis, at an exercise price of $6.72 per Ordinary Share. The number of Ordinary Shares purchasable upon exercise of the warrant and the exercise price is subject to adjustments, as set forth in the warrant agreement, dated July 3, 2017.

6. Immediately exercisable.

7. The option vests in equal quarterly installments over a twelve-month period commencing on November 1, 2021, subject to the continued service by Ofer Gonen to the Issuer as of the applicable vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Alejandro Moreno for Access Industries Holdings LLC	01/10/2022
	/s/ Ofer Gonen (CEO) and Assaf Segal (CFO) for Clal Biotechnology Industries Ltd.	01/10/2022
	/s/ Alejandro Moreno for Access Industries, LLC	01/10/2022
	/s/ Alejandro Moreno for Access Industries Management, LLC	01/10/2022
	/s/ Alejandro Moreno, as Attorney-in-Fact for Mr. Blavatnik	01/10/2022
	/s/ Alejandro Moreno for AI Gamida Holdings LLC	01/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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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AI Gamida Form 3Gamida Cell / Len Blavatnik ownership change