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

 

 

1.

Names of Reporting Persons
Novartis Pharma AG

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ¨

 

 

(b)

 ¨

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
None

 

8.

Shared Voting Power
5,194,054

 

9.

Sole Dispositive Power
None

 

10.

Shared Dispositive Power
5,194,054

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,194,054

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.8%*

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 

 

* 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.

 

2  

 

 

 

CUSIP No. M47364100

 

 

1.

Names of Reporting Persons
Novartis AG

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ¨

 

 

(b)

 ¨

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨

 

 

6.

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
None

 

8.

Shared Voting Power
5,194,054

 

9.

Sole Dispositive Power
None

 

10.

Shared Dispositive Power
5,194,054

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,194,054

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.8%*

 

 

14.

Type of Reporting Person (See Instructions)
CO, HC

 

 

 

* * 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.

 

3  

 

 

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.

 

4  

 

 

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

 

  NOVARTIS PHARMA AG
   
   
  By: /s/ Christian Rehm
    Name: Christian Rehm
    Title: Authorized Signatory
   
  By: /s/ Stefan Thommen
    Name: Stefan Thommen
    Title: Authorized Signatory
   
   
  NOVARTIS AG
   
  By: /s/ Lukas Förtsch
    Name: Lukas Förtsch
    Title: Authorized Signatory
   
  By: /s/ Felix Eichhorn
    Name: Felix Eichhorn
    Title: Authorized Signatory

 

5  

 

 

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   Relationship to
Novartis AG
  Present Principal Occupation   Citizenship
Joerg Reinhardt, Ph.D.   Chairman of the Board of Directors   Chairman of the Board of Directors   German
             
Enrico Vanni, Ph.D.   Vice Chairman of the Board of Directors   Lead Independent Director   Swiss
             
Nancy C. Andrews, M.D., Ph.D.   Director   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   American/Swiss
             
Ton Buechner   Director   Independent Director   Dutch/Swiss
             
Patrice Bula   Director   Independent Director   Swiss
             
Elizabeth (Liz) Doherty   Director   Independent Director   British
             
Ann Fudge   Director   Independent Director   American
             
Bridgette Heller   Director   Co-founder and Chief Executive Officer, Shirley Proctor Puller Foundation, US   American
             
Frans van Houten   Director   Chief Executive Officer and chairman of the executive committee and the board of management, Royal Philips NV, Netherlands   Dutch
             
Simon Moroney, D.Phil.   Director   Independent Director   German/New Zealander
             
Andreas von Planta, Ph.D.   Director   Senior Counsel, Lenz & Staehelin, Switzerland   Swiss
             
Charles L. Sawyers, M.D.   Director   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   American
             
William T. Winters   Director   Chief Executive Officer and director of Standard Chartered PLC, UK   British, American
             
Vasant (Vas) Narasimhan, M.D.   Member of the Executive Committee; Chief Executive Officer   Member of the Executive Committee; Chief Executive Officer   American
             
Steven Baert   Member of the Executive Committee; Chief People and Organization Officer   Member of the Executive Committee; Chief People and Organization Officer   Belgian
             
James (Jay) Bradner, M.D.   Member of the Executive Committee; President, Novartis Institutes for BioMedical Research   Member of the Executive Committee; President, Novartis Institutes for BioMedical Research   American
             
Harry Kirsch   Member of the Executive Committee; Chief Financial Officer   Member of the Executive Committee; Chief Financial Officer   German/Swiss
             
Shannon Thyme Klinger   Member of the Executive Committee; Chief Legal Officer   Member of the Executive Committee; Chief Legal Officer   American
             
Steffen Lang, Ph.D.   Member of the Executive Committee; Global Head of Novartis Technical Operations   Member of the Executive Committee; Global Head of Novartis Technical Operations    German/Swiss
             
Klaus Moosmayer, Ph.D.   Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer   Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer   German
             
Richard Saynor   Member of the Executive Committee; Chief Executive Officer, Sandoz   Member of the Executive Committee; Chief Executive Officer, Sandoz   British
             
Susanne Schaffert, Ph.D.   Member of the Executive Committee; President, Novartis Oncology   Member of the Executive Committee; President, Novartis Oncology   German
             
John Tsai, M.D.   Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer   Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer   American
             
Marie-France Tschudin   Member of the Executive Committee; President, Novartis Pharmaceuticals   Member of the Executive Committee; President, Novartis Pharmaceuticals   Swiss
             
Robert Weltevreden   Member of the Executive Committee; Head of Customer & Technology Solutions (CTS)   Member of the Executive Committee; Head of Customer & Technology Solutions (CTS)   Dutch

 

 

 

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   Relationship to Novartis
Pharma AG
  Present Principal Occupation   Citizenship
Joerg Reinhardt, Ph.D.   President of the Board of Directors   Chairman of the Board of Directors of Novartis AG   German
             
Shannon Thyme Klinger   Director   Member of the Novartis AG Executive Committee; Chief Legal Officer of Novartis AG   American
             
Harry Kirsch   Director   Member of the Novartis AG Executive Committee; Chief Financial Officer of Novartis AG   German

 

 

 

 

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