UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
Karen Hale
Chief Legal Officer
Novartis AG
Lichtstrasse 35
CH-4056 Basel
Switzerland
With a copy to:
David M. Lynn
Morrison & Foerster LLP
2100 L Street NW, Suite 900
Washington, D.C. 20037
(202) 887-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 2022
(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
0 |
8. |
Shared
Voting Power
4,336,759 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
4,336,759 |
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,336,759 |
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ¨ |
13.
|
Percent
of Class Represented by Amount in Row (11)
5.8%* |
14.
|
Type
of Reporting Person (See Instructions)
CO |
|
|
|
|
|
* This calculation is based on an aggregate of 74,583,026 Ordinary
Shares issued and outstanding as of January 5, 2023, as reported by
the Issuer in its Schedule 14A proxy statement filed with the
Securities and Exchange Commission on January 10, 2023.
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
0 |
8. |
Shared
Voting Power
4,336,759 |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
4,336,759 |
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,336,759 |
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ¨ |
13.
|
Percent
of Class Represented by Amount in Row (11)
5.8%* |
14.
|
Type
of Reporting Person (See Instructions)
CO, HC |
|
|
|
|
|
* This calculation is based on an aggregate of 74,583,026 Ordinary
Shares issued and outstanding as of January 5, 2023, as reported by
the Issuer in its Schedule 14A proxy statement filed with the
Securities and Exchange Commission on January 10, 2023.
Explanatory Note
This Amendment No. 3 (the “Amendment No. 3”) amends the statement
on Schedule 13D originally filed by the Reporting Persons on
November 8, 2018, as amended on August 14, 2020 and March 11, 2021
(the “Schedule 13D”). This Amendment No. 3 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 from the expiration of warrants representing 857,295
issuable Ordinary Shares by the Reporting Persons and 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. 3 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. 3.
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 4,336,759 Ordinary
Shares. Each Reporting Person has shared voting and dispositive
power with the other Reporting Person.
Based on the 74,583,026 Ordinary Shares issued and outstanding as
of January 5, 2023, as reported by the Issuer in its Schedule 14A
proxy statement filed with the Securities and Exchange Commission
on January 10, 2023, the Ordinary Shares beneficially owned by the
Reporting Persons constituted 5.8% 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 publicly owned parent company of Novartis
Pharma AG, may be deemed to beneficially own all of the Ordinary
Shares held directly by Novartis Pharma AG.”
Item 7. Materials to be Filed as Exhibits
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 3, 2023
|
NOVARTIS
PHARMA AG |
|
|
|
|
|
By: |
/s/
Lukas Förtsch |
|
|
Name: |
Lukas
Förtsch |
|
|
Title: |
Authorized
Signatory |
|
|
|
By: |
/s/
Bertrand Bugnon |
|
|
Name: |
Bertrand
Bugnon |
|
|
Title: |
Authorized
Signatory |
|
|
|
|
|
NOVARTIS
AG |
|
|
|
By: |
/s/
Lukas Förtsch |
|
|
Name: |
Lukas
Förtsch |
|
|
Title: |
Authorized
Signatory |
|
|
|
By: |
/s/
Bertrand Bugnon |
|
|
Name: |
Bertrand
Bugnon |
|
|
Title: |
Authorized
Signatory |
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, Lichtstrasse 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 |
|
|
|
|
|
|
|
Simon
Moroney, D.Phil. |
|
Vice
Chairman of the Board of Directors |
|
Independent
Director |
|
German/New
Zealander |
|
|
|
|
|
|
|
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 |
|
Lead
Independent Director |
|
Swiss |
|
|
|
|
|
|
|
Elizabeth
(Liz) Doherty |
|
Director |
|
Independent
Director |
|
British |
|
|
|
|
|
|
|
Bridgette
Heller |
|
Director |
|
Co-founder
and Chief Executive Officer, Shirley Proctor Puller Foundation,
US |
|
American |
|
|
|
|
|
|
|
Daniel
Hochstrasser |
|
Director |
|
Independent
Director |
|
Swiss |
|
|
|
|
|
|
|
Frans
van Houten |
|
Director |
|
Chief
Executive Officer and chairman of the executive committee and the
board of management, Royal Philips NV, Netherlands |
|
Dutch |
Andreas
von Planta, Ph.D.1 |
|
Director |
|
Senior
Counsel, Lenz & Staehelin, Switzerland |
|
Swiss |
|
|
|
|
|
|
|
Ana
de Pro Gonzalo |
|
Director |
|
Independent
Director |
|
Spanish |
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
Shreeram
Aradhye, M.D. |
|
Member
of the Executive Committee; Chief Medical Officer |
|
Member
of the Executive Committee; Chief Medical Officer |
|
American |
|
|
|
|
|
|
|
Victor
Bulto |
|
Member
of the Executive Committee; President, Innovative Medicines
US |
|
Member
of the Executive Committee; President, Innovative Medicines
US |
|
American |
|
|
|
|
|
|
|
Aharon
(Ronny) Gal, Ph.D. |
|
Member
of the Executive Committee; Chief Strategy Officer |
|
Member
of the Executive Committee; Chief Strategy Officer |
|
Israeli/American |
|
|
|
|
|
|
|
Karen
L. Hale |
|
Member
of the Executive Committee; Chief Legal Officer |
|
Member
of the Executive Committee; Chief Legal Officer |
|
American |
|
|
|
|
|
|
|
Harry
Kirsch |
|
Member
of the Executive Committee; Chief Financial Officer |
|
Member
of the Executive Committee; Chief Financial Officer |
|
German/Swiss |
|
|
|
|
|
|
|
Robert
(Rob) Kowalski |
|
Member
of the Executive Committee; Chief People & Organization
Officer |
|
Member
of the Executive Committee; Chief People & Organization
Officer |
|
American |
|
|
|
|
|
|
|
Steffen
Lang, Ph.D. |
|
Member
of the Executive Committee; President, Operations |
|
Member
of the Executive Committee; President, Operations |
|
German/Swiss |
1
Mr. von Planta will not stand for re-election at the 2023 Annual
General Meeting.
Fiona
H. Marshall, Ph.D. |
|
Member
of the Executive Committee; President, Novartis Institutes for
BioMedical Research (NIBR) |
|
Member
of the Executive Committee; President, Novartis Institutes for
BioMedical Research (NIBR) |
|
British |
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
Marie-France
Tschudin |
|
Member
of the Executive Committee; President, Novartis
Pharmaceuticals |
|
Member
of the Executive Committee; President, Novartis
Pharmaceuticals |
|
Swiss |
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, Lichtstrasse 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 |
|
|
|
|
|
|
|
Karen
L. Hale |
|
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/Swiss |
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