|
CUSIP
NO. M47364100
|
13G/A
|
Page
2 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
Israel
Healthcare Ventures 2 L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) ¨
|
|
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Island
of Guernsey
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
|
0
|
|
6
|
SHARED
VOTING POWER
|
|
1,890,008
|
|
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
|
0
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
1,890,008
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,890,008
|
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
¨
|
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
3.0%
**
|
|
|
|
12
|
TYPE
OF REPORTING PERSON*
|
|
PN
|
*See Item 4.
**Based
on 58,992,279 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of
December 21, 2020, based on information set forth in the Form 6-K filed by the issuer on December 21, 2020.
|
CUSIP
NO. M47364100
|
13G/A
|
Page
3 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
IHCV2
General Partner Limited
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) ¨
|
|
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Island
of Guernsey
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
|
0
|
|
6
|
SHARED
VOTING POWER
|
|
1,890,008
|
|
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
|
0
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
1,890,008
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,890,008
|
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
¨
|
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
3.0%
**
|
|
|
|
12
|
TYPE
OF REPORTING PERSON*
|
|
PN
|
*See Item 4.
** Based on 58,992,279 ordinary
shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of December 21, 2020, based
on information set forth in the Form 6-K filed by the issuer on December 21, 2020.
|
CUSIP
NO. M47364100
|
13G/A
|
Page
4 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
Gordon
R. L. Snelling
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) ¨
|
|
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Island
of Guernsey
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
|
0
|
|
6
|
SHARED
VOTING POWER
|
|
1,890,008
|
|
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
|
0
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
1,890,008
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,890,008
|
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
¨
|
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
3.0%
**
|
|
|
|
12
|
TYPE
OF REPORTING PERSON*
|
|
PN
|
*See Item 4.
** Based on 58,992,279 ordinary
shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of December 21, 2020, based
on information set forth in the Form 6-K filed by the issuer on December 21, 2020.
|
CUSIP
NO. M47364100
|
13G/A
|
Page
5 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
Paddy
M. Whitford
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) ¨
|
|
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Island
of Guernsey
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
|
0
|
|
6
|
SHARED
VOTING POWER
|
|
1,890,008
|
|
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
|
0
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
1,890,008
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,890,008
|
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
¨
|
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
3.0%
**
|
|
|
|
12
|
TYPE
OF REPORTING PERSON*
|
|
PN
|
* See Item 4.
** Based on 58,992,279 ordinary
shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of December 21, 2020, based
on information set forth in the Form 6-K filed by the issuer on December 21, 2020.
|
(a)
|
Name
of Issuer:
|
|
|
|
|
|
Gamida Cell Ltd.
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
5
Nahum Heftsadie Street
Givaat
Shaul, Jerusalem 91340 Israel
|
Item 2
(a) - (c) This Schedule 13G is
being filed jointly by Israel HealthCare Ventures 2 L.P., a limited partnership registered under the laws of the Island of Guernsey
(“IHCV 2”), IHCV2 General Partner Limited, a company incorporated under the laws of the Island of Guernsey (“IHCV2
GP”), Gordon R.L. Snelling and Paddy M. Whitford, each of whom is sometimes referred to herein as a “Reporting Person”
and collectively as the “Reporting Persons”.
The principal business address
of IHCV 2, IHCV2 GP, Mr. Snelling and Mrs. Whitford is c/o Fort Management Services Limited, Island House, Grande Rue, St. Martins,
Island of Guernsey GY4 6RU.
|
(d)
|
Title
of Class of Securities:
|
Ordinary
Shares
|
|
|
|
|
|
(e)
|
CUSIP
Number:
|
M47364100
|
See
items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons,
which are incorporated herein.
IHCV
2 beneficially owns 1,782,847 Ordinary Shares and warrants to purchase 107,161 Ordinary Shares.
IHCV2
GP is the general partner of IHCV 2 and, as such, shares voting and dispositive power over, and may be deemed to beneficially
own, 1,890,008 Ordinary Shares, which consist of the Ordinary Shares and warrants to purchase Ordinary Shares held by IHCV 2,
but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
IHCV2
GP has authorized each of Gordon R.L. Snelling and Paddy M. Whitford to exercise its voting and dispositive rights, and as such
each of Mr. Snelling and Mrs. Whitford may be deemed to beneficially own 1,890,008 Ordinary Shares, which consist of the Ordinary
Shares and warrants to purchase Ordinary Shares held by IHCV 2. Each of Mr. Snelling and Mrs. Whitford disclaims beneficial ownership
over the Ordinary Shares held by the foregoing entities, except to the extent of their pecuniary interest therein.
|
Item
5
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: ☐
|
Item
6
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7
|
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
|
Not applicable.
|
Item
8
|
Identification
and Classification of Members of the Group.
|
Not applicable.
|
Item
9
|
Notice
of Dissolution of Group.
|
Not applicable.
Not
applicable.
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.
Dated: February
12, 2021
|
|
ISRAEL
HEALTHCARE VENTURES 2 L.P.
|
|
|
IHCV2
GENERAL PARTNER LIMITED
|
|
|
GORDON
R.L. SNELLING
|
|
|
PADDY
M. WHITFORD
|
|
|
|
|
|
ISRAEL
HEALTHCARE VENTURES 2 L.P.
|
|
|
By:
|
IHCV2
General Partner Limited
|
|
|
By:
|
/s/
Paddy M Whitford
|
|
|
Name:
Paddy M. Whitford
|
|
|
Title:
Director
|
|
|
|
|
|
For
itself and on behalf of IHCV2 General Partner Limited, Gordon R.L. Snelling and Paddy M. Whitford, pursuant to an agreement
annexed as Exhibit 1 hereto.
|
Exhibit(s)
:
1
- Joint Filing Agreement