Tomasello Shawn Form 4/A Gamida Cell / Shawn Tomasello ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tomasello Shawn

(Last) (First) (Middle)

C/O GAMIDA CELL LTD.

116 HUNTINGTON AVENUE

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/10/2023

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	10/19/2023(1)		A		28,300(2)	A	$0.00	41,977	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (Right to Buy)	$1.59	10/19/2023(3)		A		56,600		(4)	10/18/2033	Ordinary Shares	56,600	$0.00	56,600	D

Explanation of Responses:

1. The restricted stock unit ("RSU") award was approved by the Board of Directors of the Issuer on February 8, 2023, subject to shareholder approval. The Issuer's shareholders approved the award at the annual general meeting of the shareholders on October 19, 2023.

2. Represents an RSU award, which shall vest on February 8, 2024, subject to the Reporting Person's continuous service through such vesting date.

3. The option grant was approved by the Board of Directors of the Issuer on February 8, 2023, subject to shareholder approval. The Issuer's shareholders approved the grant at the annual general meeting of the shareholders on October 19, 2023.

4. This option vests in equal quarterly installments over a twelve-month period, with the first such installment vesting on May 8, 2023, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

This amendment is being filed solely to correct the transaction dates to October 19, 2023 and to correct the expiration date of the option grant to October 18, 2033.

	/s/ Joshua F. Patterson, Attorney-in-Fact	10/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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