Nestlé (NSRGF) Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Nestle Health Science US Holdings, Inc.

(Last) (First) (Middle)

1812 NORTH MOORE STREET

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axcella Health Inc. [ AXLA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2020

4. 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 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
Common Stock	05/18/2020		P		1,936,842	A	$4.75	4,305,541(1)	I	See Footnote(1)

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

1. Name and Address of Reporting Person^*

Nestle Health Science US Holdings, Inc.

(Last) (First) (Middle)

1812 NORTH MOORE STREET

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Societe des Produits Nestle S.A.

(Last) (First) (Middle)

AVENUE NESTLE 55, CH-1800

(Street)

VEVEY V8

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NESTLE SA

(Last) (First) (Middle)

AVENUE NESTLE 55, CH-1800

(Street)

VEVEY V8

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NIMCO US, Inc.

(Last) (First) (Middle)

1812 NORTH MOORE STREET

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nestle US Holdco, Inc.

(Last) (First) (Middle)

1812 NORTH MOORE STREET

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 4,305,541 shares of Common Stock held by Nestle Health Science US Holdings, Inc. ("NHS"). NHS is a wholly owned subsidiary of NIMCO US, Inc. ("NIMCO"). NIMCO, in turn, is a wholly-owned subsidiary of Nestle US Holdco, Inc. ("Nestle US Holdco"), which is a wholly-owned subsidiary of Societe des Produits Nestle S.A. ("SPN"). The ultimate parent company of NHS, NIMCO, Nestle US Holdco and SPN is Nestle S.A. ("Nestle"). Each of these entities may be deemed to share voting and investment power with respect to all shares of Common Stock held by NHS. Each of NIMCO, Nestle US Holdco, SPN and Nestle disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest therein.

Remarks:

	NESTLE HEALTH SCIENCE US HOLDINGS, INC. By: Name: James Pepin, Title: Director and President	05/21/2020
	NIMCO US, INC. By: Name: Dan Nugent, Title: Chief Legal Officer and General Counsel	05/21/2020
	NESTLE US HOLDCO, INC. By: Name: Michael Prewitt, Title: Secretary	05/21/2020
	SOCIETE DES PRODUITS NESTLE S.A. By: Name: Claudio Kuoni, Title: Vice President	05/21/2020
	NESTLE S.A. By: Name: Gregory Behar, Title: Deputy Executive Vice President	05/21/2020
	** 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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.