Amended Statement of Beneficial Ownership (sc 13d/a)
12 March 2021 - 8:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange
Act of 1934
(Amendment No. 2)*
Gamida
Cell Ltd.
(Name of Issuer)
Ordinary
shares, par value NIS 0.01 per share (“Ordinary Shares”)
(Title of Class of Securities)
M47364100
(CUSIP Number)
Shannon Thyme Klinger
Chief Legal Officer
Novartis AG
Lichtstrasse 35
CH-4056 Basel
Switzerland
With a copy to:
G. Scott
Lesmes
Morrison & Foerster LLP
2000 Pennsylvania Avenue NW, Suite 6000
Washington, D.C. 20006
(202) 887-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March
1, 2021
(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 of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ¨
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. M47364100
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1.
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Names of Reporting Persons
Novartis Pharma AG
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Switzerland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
5,194,054
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
5,194,054
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,194,054
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
8.8%*
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14.
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Type of Reporting Person (See Instructions)
CO
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* This calculation is based on an aggregate of 59,200,153 Ordinary
Shares issued and outstanding on March 1, 2021, as reported by the Issuer in a Form F-3 filed with the Securities and Exchange
Commission on that date, plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG.
CUSIP No. M47364100
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1.
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Names of Reporting Persons
Novartis AG
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship or Place of Organization
Switzerland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
5,194,054
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
5,194,054
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,194,054
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
8.8%*
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14.
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Type of Reporting Person (See Instructions)
CO, HC
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* * This calculation is based on an aggregate of 59,200,153
Ordinary Shares issued and outstanding on March 1, 2021, as reported by the Issuer in a Form F-3 filed with the Securities and
Exchange Commission on that date, plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG.
Explanatory Note
This Amendment No. 2 (the “Amendment No. 2”) amends
the statement on Schedule 13D originally filed by the Reporting Persons on November 8, 2018, as amended on August 14, 2020 (the
“Schedule 13D”). This Amendment No. 2 is being filed to reflect a reduction in the Reporting Persons’ beneficial
ownership of more than 1% of the Issuer’s outstanding Ordinary Shares, resulting solely from an increase in the Issuer’s
outstanding Ordinary Shares. The Items below amend the information disclosed under the corresponding Item of the Schedule 13D as
described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously
reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule
13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended such that all references
to Schedule I contained within Item 2 and otherwise within the Schedule 13D shall refer to the Schedule I included in this Amendment
No. 2.
Item 5. Interest in Securities of
the Issuer
Items 5(a) and (b) of the Schedule 13D are hereby amended and
restated in their entirety to read as follows:
“(a) —
(b) As of the date hereof, each of the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or
indirectly, including by reason of their mutual affiliation, to be the beneficial owners of 5,194,054 Ordinary Shares. Such
amount includes 4,336,759 Ordinary Shares owned by Novartis Pharma AG plus 857,295 Ordinary Shares issuable pursuant to warrants
owned by Novartis Pharma AG. Each Reporting Person has shared voting and dispositive power with the other Reporting Person.
Based on the 59,200,153
Ordinary Shares issued and outstanding on March 1, 2021, as reported by the Issuer in a Form F-3 filed with the Securities and
Exchange Commission on that date, plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG, the Ordinary
Shares beneficially owned by the Reporting Persons constituted 8.8% of the issued and outstanding Ordinary Shares of the Issuer.
Novartis
Pharma AG is a wholly-owned direct subsidiary of Novartis AG. Novartis AG, as the parent company of Novartis Pharma AG, may be
deemed to beneficially own all of the Ordinary Shares held directly by Novartis Pharma AG.”
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.
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached
statement is filed on behalf of each of them.
Dated: March 11, 2021
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NOVARTIS PHARMA AG
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By:
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/s/ Christian Rehm
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Name:
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Christian Rehm
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Title:
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Authorized Signatory
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By:
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/s/ Stefan Thommen
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Name:
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Stefan Thommen
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Title:
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Authorized Signatory
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NOVARTIS AG
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By:
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/s/ Lukas Förtsch
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Name:
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Lukas Förtsch
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Title:
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Authorized Signatory
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By:
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/s/ Felix Eichhorn
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Name:
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Felix Eichhorn
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Title:
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Authorized Signatory
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Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS PHARMA AG
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG
The name, function,
citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set
forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to
employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis
Campus, Lichstrasse 35, CH-4056, Basel, Switzerland.
Name
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Relationship to
Novartis AG
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Present Principal Occupation
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Citizenship
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Joerg Reinhardt, Ph.D.
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Chairman of the Board of Directors
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Chairman of the Board of Directors
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German
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Enrico Vanni, Ph.D.
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Vice Chairman of the Board of Directors
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Lead Independent Director
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Swiss
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Nancy C. Andrews, M.D., Ph.D.
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Director
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Dean emerita, vice chancellor emerita for academic affairs, Duke University School of Medicine, US; Nanaline H. Duke Professor of pediatrics, pharmacology and cancer biology, Duke University, US
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American/Swiss
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Ton Buechner
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Director
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Independent Director
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Dutch/Swiss
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Patrice Bula
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Director
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Independent Director
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Swiss
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Elizabeth (Liz) Doherty
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Director
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Independent Director
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British
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Ann Fudge
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Director
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Independent Director
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American
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Bridgette Heller
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Director
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Co-founder and Chief Executive Officer, Shirley Proctor Puller Foundation, US
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American
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Frans van Houten
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Director
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Chief Executive Officer and chairman of the executive committee and the board of management, Royal Philips NV, Netherlands
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Dutch
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Simon Moroney, D.Phil.
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Director
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Independent Director
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German/New Zealander
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Andreas von Planta, Ph.D.
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Director
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Senior Counsel, Lenz & Staehelin, Switzerland
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Swiss
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Charles L. Sawyers, M.D.
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Director
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Chair of the Human Oncology and Pathogenesis Program, Memorial Sloan-Kettering Cancer Center, US; Professor of Medicine and of Cell and Developmental Biology, Weill Cornell Graduate School of Medical Sciences, US
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American
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William T. Winters
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Director
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Chief Executive Officer and director of Standard Chartered PLC, UK
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British, American
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Vasant (Vas) Narasimhan, M.D.
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Member of the Executive Committee; Chief Executive Officer
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Member of the Executive Committee; Chief Executive Officer
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American
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Steven Baert
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Member of the Executive Committee; Chief People and Organization Officer
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Member of the Executive Committee; Chief People and Organization Officer
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Belgian
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James (Jay) Bradner, M.D.
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Member of the Executive Committee; President, Novartis Institutes for BioMedical Research
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Member of the Executive Committee; President, Novartis Institutes for BioMedical Research
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American
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Harry Kirsch
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Member of the Executive Committee; Chief Financial Officer
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Member of the Executive Committee; Chief Financial Officer
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German/Swiss
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Shannon Thyme Klinger
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Member of the Executive Committee; Chief Legal Officer
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Member of the Executive Committee; Chief Legal Officer
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American
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Steffen Lang, Ph.D.
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Member of the Executive Committee; Global Head of Novartis Technical Operations
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Member of the Executive Committee; Global Head of Novartis Technical Operations
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German/Swiss
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Klaus Moosmayer, Ph.D.
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Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer
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Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer
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German
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Richard Saynor
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Member of the Executive Committee; Chief Executive Officer, Sandoz
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Member of the Executive Committee; Chief Executive Officer, Sandoz
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British
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Susanne Schaffert, Ph.D.
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Member of the Executive Committee; President, Novartis Oncology
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Member of the Executive Committee; President, Novartis Oncology
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German
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John Tsai, M.D.
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Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer
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Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer
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American
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Marie-France Tschudin
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Member of the Executive Committee; President, Novartis Pharmaceuticals
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Member of the Executive Committee; President, Novartis Pharmaceuticals
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Swiss
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Robert Weltevreden
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Member of the Executive Committee; Head of Customer & Technology Solutions (CTS)
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Member of the Executive Committee; Head of Customer & Technology Solutions (CTS)
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Dutch
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DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS PHARMA AG
The name, function,
citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Pharma AG
are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers
to employment with Novartis Pharma AG and (ii) the business address of each director and executive officer of Novartis Pharma
AG is Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland.
Name
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Relationship to Novartis
Pharma AG
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Present Principal Occupation
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Citizenship
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Joerg Reinhardt, Ph.D.
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President of the Board of Directors
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Chairman of the Board of Directors of Novartis AG
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German
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Shannon Thyme Klinger
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Director
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Member of the Novartis AG Executive Committee; Chief Legal Officer of Novartis AG
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American
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Harry Kirsch
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Director
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Member of the Novartis AG Executive Committee; Chief Financial Officer of Novartis AG
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German
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