Statement of Changes in Beneficial Ownership (4)
18 October 2022 - 02:14AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Societe des Produits
Nestle S.A. |
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)
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(Last)
(First)
(Middle)
AVENUE NESTLE 55 |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/13/2022
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(Street)
CH-1800, VEVEY, V8
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
10/13/2022 |
|
P |
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3658536 |
A |
$1.64 |
11105438 (1) |
I |
See Footnote (1) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Explanation of
Responses: |
(1) |
Consists of 11,105,438
shares of Common Stock held by Societe des Produits Nestle S.A.
("SPN"). SPN is a wholly owned subsidiary of Nestle S.A.
("Nestle"). SPN and Nestle may be deemed to share voting and
investment power with respect to all shares of Common Stock. Nestle
disclaims beneficial ownership of such shares of Common Stock
except to the extent of its pecuniary interest therein. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
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Director |
10% Owner |
Officer |
Other |
Societe des Produits Nestle S.A.
AVENUE NESTLE 55
CH-1800, VEVEY, V8 |
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X |
|
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NESTLE SA
AVENUE NESTLE 55
CH-1800, VEVEY, V8 |
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X |
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Signatures
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/s/ NESTLE S.A. By: Name: Gregory Behar, Title:
Deputy Executive Vice President |
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10/17/2022 |
**Signature of Reporting
Person |
Date |
/s/ SOCIETE DES PRODUITS NESTLE S.A. By: Name:
Claudio Kuoni, Title: Vice President |
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10/17/2022 |
**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 control number. |
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