Access Industries Holdings LLC - Jan 1, 2022 Form 3 Insider Report for Gamida Cell Ltd. (GMDA)

Role
10%+ Owner
Signature
/s/ Alejandro Moreno for Access Industries Holdings LLC
Stock symbol
GMDA
Transactions as of
Jan 1, 2022
Transactions value $
$0
Form type
3
Date filed
1/11/2022, 03:45 PM
Next filing
Aug 17, 2022
This filing has been restated, see here for the amended filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GMDA Ordinary Shares 3.75M Jan 1, 2022 By AI Gamida Holdings LLC F1
holding GMDA Ordinary Shares 1.51M Jan 1, 2022 By Clal Biotechnology Industries Ltd. F2
holding GMDA Ordinary Shares 3.11M Jan 1, 2022 By AI Biotechnology LLC F3
holding GMDA Ordinary Shares 1.37M Jan 1, 2022 By Bio Medical Investment (1997) Ltd. F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GMDA Warrants Jan 1, 2022 Ordinary Shares 161K $6.72 By Clal Biotechnology Industries Ltd. F2, F5
holding GMDA Stock Option (Right to Buy) Jan 1, 2022 Ordinary Shares 10K $4.70 By Clal Biotechnology Industries Ltd. F2, F6
holding GMDA Stock Option (Right to Buy) Jan 1, 2022 Ordinary Shares 12K $6.66 By Clal Biotechnology Industries Ltd. F2, F6
holding GMDA Stock Option (Right to Buy) Jan 1, 2022 Ordinary Shares 9.5K $2.63 By Clal Biotechnology Industries Ltd. F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The securities reported are held directly by AI Gamida Holdings LLC ("AI Gamida") and may be deemed to be beneficially owned by Access Industries Management, LLC ("Management LLC") and Len Blavatnik, because Management LLC and Len Blavatnik control AI Gamida, and Len Blavatnik controls Management LLC. Each of the reporting persons (other than AI Gamida) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AI Gamida) is the beneficial owner of such securities for any purpose.
F2 The securities reported are held directly by Clal Biotechnology Industries Ltd. ("CBI") and may be deemed to be beneficially owned by Access Industries Holdings LLC ("AIH"), Access Industries, LLC ("Access LLC"), Management LLC and Len Blavatnik, because Clal Industries Ltd. ("CI") is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than CBI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than CBI) is the beneficial owner of such securities for any purpose.
F3 The securities reported are held directly by AI Biotechnology LLC ("AIB") and may be deemed to be beneficially owned by AIH, Access LLC, Management LLC and Len Blavatnik, because Len Blavatnik controls Management LLC, AIH and Access LLC, Access LLC controls a majority of the outstanding voting interests in AIH, Management LLC controls Access LLC and AIH, and AIH owns a majority of AIB. Each of the reporting persons (other than AIB) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AIB) is the beneficial owner of such securities for any purpose.
F4 The securities reported are held directly by Bio Medical Investment (1997) Ltd. ("Bio Medical") and may be deemed to be beneficially owned by CBI, AIH, Access LLC, Management LLC and Len Blavatnik because CBI owns Bio Medical, CI is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than Bio Medical) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than Bio Medical) is the beneficial owner of such securities for any purpose.
F5 Each warrant is exercisable for one Ordinary Share. CBI may elect to exercise the warrant in whole or in part and from time to time at any time until July 22, 2022, on a net issuance basis, at an exercise price of $6.72 per Ordinary Share. The number of Ordinary Shares purchasable upon exercise of the warrant and the exercise price is subject to adjustments, as set forth in the warrant agreement, dated July 3, 2017.
F6 Immediately exercisable.
F7 The option vests in equal quarterly installments over a twelve-month period commencing on November 1, 2021, subject to the continued service by Ofer Gonen to the Issuer as of the applicable vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney