Abigail L. Jenkins Form 4/A Gamida Cell / Abigail L. Jenkins 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^*

Jenkins Abigail L.

(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
X	Officer (give title below)	Other (specify below)
President and CEO

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/20/2022

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		250,000(2)	A	$0.00	266,129	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
Employee Share Option (Right to Buy)	$2.22	10/19/2023(3)		A		1,000,000		(4)	10/18/2033	Ordinary Shares	1,000,000	$0.00	1,000,000	D

Explanation of Responses:

1. The restricted stock unit ("RSU") award was approved by the Board of Directors of the Issuer on September 19, 2022, 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 vested or shall vest with respect to 33% of the RSUs, on each of September 19, 2023 and September 19, 2024, respectively, and with respect to 34% of the RSUs, on September 19, 2025. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date.

3. The option grant was approved by the Board of Directors of the Issuer on September 19, 2022, subject to shareholder approval. The Issuer's shareholders approved the grant at the annual general meeting of the shareholders on October 19, 2023.

4. One fourth (1/4th) of the shares subject to the option award vested on September 19, 2023, and one twelfth (1/12th) of the remaining shares subject to the option award vested or shall vest in equal quarterly installments thereafter, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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