CUSIP
No. M47364100 |
SCHEDULE
13G |
|
1 |
NAME
OF REPORTING PERSONS
Community
Master Fund, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
5,040,329* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
5,040,329* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,040,329* |
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%* |
|
12 |
TYPE
OF REPORTING PERSON
OO |
|
*See
Item 4 for additional information.
CUSIP
No. M47364100 |
SCHEDULE
13G |
|
1 |
NAME
OF REPORTING PERSONS
Community
US Fund Management, Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
5,040,329* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
5,040,329* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,040,329* |
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%* |
|
12 |
TYPE
OF REPORTING PERSON
IA |
|
*See
Item 4 for additional information.
CUSIP
No. M47364100 |
SCHEDULE
13G |
|
Item
1. |
(a)
Name of Issuer |
Gamida
Cell Ltd. (the “Issuer”)
Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
5
Nahum Hafzadi Street, Jerusalem L3 95484, Israel
Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This
report on Schedule 13G is being filed by (i) Community Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master
Fund”) and (ii) Community US Fund Management, Inc., a Delaware corporation (the “Firm”). The Firm’s address is:
6446 Drexel Avenue, Los Angeles, CA 90048. The Master Fund’s registered office is c/o Maples Corporate Services Limited, PO Box
309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Item
2. |
(d)
Title of Class of Securities |
Ordinary
Shares, par value NIS 0.01 per share (the “Ordinary Shares”)
M47364100
Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
CUSIP
No. M47364100 |
SCHEDULE
13G |
|
As
reported in the cover pages to this report, the ownership information with respect to the Master Fund is as follows:
(a)
Amount Beneficially Owned: 5,040,329*
(b)
Percent of Class: 6.8%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 5,040,329*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 5,040,329*
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a)
Amount Beneficially Owned: 5,040,329*
(b)
Percent of Class: 6.8%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 5,040,329*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 5,040,329*
*The
Firm is the investment manager to the Master Fund. As of December 31, 2022, the Firm, as the investment manager to Master Fund, may be
deemed to beneficially own an aggregate of 5,040,329 Ordinary Shares of the Issuer. Jeremy Blank is the principal and portfolio manager
of the Firm and exercises investment discretion with respect to the Ordinary Shares of the Issuer held in the Master Fund..
Ownership
percentages are based on 74,380,810 Ordinary Shares issued and outstanding as of December 31, 2022, as reported in the Issuer’s
Form S-3 filed with the Securities and Exchange Commission on January 11, 2023.
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 person has 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 or Control Person |
Not
Applicable.
Item
8. |
Identification
and Classification of Members of the Group |
Not
Applicable.
Item
9. |
Notice
of Dissolution of Group |
Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
CUSIP
No. M47364100 |
SCHEDULE
13G |
|
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 14, 2023
Community
Master Fund, LP |
|
|
|
|
By:
|
/s/
Michael S. Lawrence |
|
|
Michael
S. Lawrence, Authorized Signatory |
|
Community
US Fund Management, Inc. |
|
|
|
|
By: |
/s/
Michael S. Lawrence |
|
|
Michael
S. Lawrence, Chief Compliance Officer, General Counsel and Co-Founder |
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional join acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe
that such information is inaccurate.
Dated:
February 14, 2023 |
|
|
|
|
Community
Master Fund, LP |
|
|
|
|
By: |
/s/
Michael S. Lawrence |
|
|
Michael
S. Lawrence, Authorized Signatory |
|
|
|
|
Community
US Fund Management, Inc. |
|
|
|
|
By: |
/s/
Michael S. Lawrence |
|
|
Michael
S Lawrence, Chief Compliance Officer, General Counsel and Co-Founder |
|