AI Gamida SC 13D/A Gamida Cell Ltd.

AI Gamida SC 13D/AGamida Cell Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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:

Matthew E. Kaplan

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)

July 1, 2019

(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 ofRules 13d-1(e),13d-1(f) or13d-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 3,042,489 Ordinary Shares that are beneficially owned by Clal Biotechnology Industries Ltd. and its subsidiaries and 2,000,000 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 assume an aggregate of 32,606,423 Ordinary Shares issued and outstanding as of July 1, 2019, based on (i) 25,606,423 Ordinary Shares issued and outstanding as of June 4, 2019 and (ii) 7,000,000 Ordinary Shares issued by the Issuer on July 1, 2019 pursuant to an offering, as described in the prospectus of the Issuer dated June 26, 2019.

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)

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)

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)

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 2,000,000 Ordinary Shares that are owned directly by AI Biotechnology LLC.

(2)

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 1,668,112 of the Ordinary Shares owned by Clal Biotechnology Industries Ltd., 3,750,000 Ordinary Shares owned directly by AI Gamida Holdings LLC and 2,000,000 Ordinary Shares owned directly by AI Biotechnology LLC.

(2)

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)

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 3,042,489 Ordinary Shares that are beneficially owned by Clal Biotechnology Industries Ltd. and its subsidiaries and 3,750,000 Ordinary Shares owned directly by AI Gamida Holdings LLC.

(2)

CONTINUATION PAGES TO AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 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 Original Reporting Persons and to report the acquisition of Ordinary Shares of the Issuer by AIB.

The Original Reporting Persons previously reported their ownership of Ordinary Shares of the Issuer on a Schedule 13D (the “Original Schedule”) filed with the Securities and Exchange Commission on November 9, 2018. The Original Schedule is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. This Amendment No. 1 is filed by the Reporting Persons in accordance with Rule13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Original 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 Original Schedule.

Item 2

Identity and Background

Item 2 to the Original Schedule is hereby amended by adding the following to the end of the table listing the name, address of business/principal office, principal business/occupation and jurisdiction of organization/citizenship of the Reporting Persons:

AIB has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3

Source and Amount of Funds or Other Considerations

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

On July 1, 2019, AIB purchased 2,000,000 Ordinary Shares in the Issuer’s public offering at a price of $5.00 per share. AIB funded this purchase using capital contributed from affiliated entities, which funded that capital using cash on hand.

Item 5

Interest in Securities of the Issuer

Item 5 to the Original 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.

3,042,489 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 and (iii) 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.

2,000,000 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 controls 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.

(c) The following transactions in the Issuer’s securities have been effected by Reporting Persons within the 60 days prior to this filing:

On July 1, 2019, AIB purchased 2,000,000 Ordinary Shares at $5.00 per share from the underwriters in the Issuer’s public offering of Ordinary Shares pursuant to the Issuer’s prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(4) on June 28, 2019.

(d) Not applicable.

(e) On July 1, 2019, Bio Medical ceased to be the beneficial owner of more than 5% of the Issuer’s outstanding Ordinary Shares.

Item 7

Materials to Be Filed as Exhibits


Exhibit		Description

99.7		Joint Filing Agreement, dated as of July 3, 2019.

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: July 3, 2019


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. 1 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

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