GMDA Gamida Cell Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.)*

Gamida Cell Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

 

M47364100

(CUSIP Number)

   

September 28, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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

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”)

 

Item 2.

(e) CUSIP No.:

 

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

 

Item 4.

Ownership

 

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.

 

Item 10.

Certification

 

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