CONTINUATION PAGES TO AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 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, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons with the SEC on May 22, 2020 and Amendment No. 3 to the Schedule 13D filed by the Reporting Persons with the SEC on February 8, 2022 (together, the “Schedule”), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4. 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 4 | Purpose of Transaction |
The disclosure in Item 4 to the Schedule is hereby supplemented by adding the following at the end thereof:
Ofer Gonen resigned from the Issuer’s board of directors on June 9, 2022, in connection with his appointment as Chief Executive Officer of MediWound Ltd., effective July 1, 2022, and his expected resignation as Chief Executive Officer of CBI.
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.
3,071,239 Ordinary Shares may be deemed to be beneficially owned by CBI, including (i) 1,509,369 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 4,750 Ordinary Shares owned directly by CBI, with an exercise price of $2.63 per share, which are currently exercisable and (vi) 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.