UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
(Amendment No. )*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

Gamida Cell Ltd.
(Name of Issuer)

Ordinary shares, par value NIS 0.01 per share
(Title of Class of Securities)

M47364100
(CUSIP Number)

December 31, 2018
(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 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
13 G
Page 2 of  9 Pages

1
NAMES OF REPORTING PERSONS
 
 
Israel Healthcare Ventures 2 L.P.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Island of Guernsey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,915,508
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,915,508
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,915,508
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.9%**
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
PN
 
 
 
 

*See Item 4.
**Based on 24,222,904 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of October 30, 2018, based on information provided to the reporting persons by the issuer.


CUSIP NO. M47364100
13 G
Page 3 of  9 Pages

1
NAMES OF REPORTING PERSONS
 
 
IHCV2 General Partner Limited
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Island of Guernsey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,915,508
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,915,508
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,915,508
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.9%**
 
 
 
 
12
TYPE OF REPORTING PERSON *
 
 
PN
 
 
 
 

*See Item 4.
**Based on 24,222,904 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of October 30, 2018, based on information provided to the reporting persons by the issuer.


CUSIP NO. M47364100
13 G
Page 4 of  9 Pages

1
NAMES OF REPORTING PERSONS
 
 
Gordon R. L. Snelling
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Island of Guernsey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,915,508
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,915,508
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,915,508
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.9%**
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
PN
 
 
 
 

*See Item 4.
**Based on 24,222,904 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of October 30, 2018, based on information provided to the reporting persons by the issuer.


CUSIP NO. M47364100
13 G
Page 5 of  9 Pages

1
NAMES OF REPORTING PERSONS
 
 
Paddy M. Whitford
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Island of Guernsey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,915,508
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,915,508
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,915,508
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.9%**
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
PN
 
 
 
 

* See Item 4.
**Based on 24,222,904 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of October 30, 2018, based on information provided to the reporting persons by the issuer.


Item 1

(a)
Name of Issuer:

Gamida Cell Ltd.

(b)
Address of Issuer’s Principal Executive Offices:

5 Nahum Heftsadie Street
Givaat Shaul, Jerusalem 91340 Israel

Item 2

(a) - (c) This Schedule 13G is being filed jointly by Israel HealthCare Ventures 2 L.P., a limited partnership registered under the laws of the Island of Guernsey (“IHCV 2”), IHCV2 General Partner Limited, a company incorporated under the laws of the Island of Guernsey (“IHCV2 GP”), Gordon R.L. Snelling and Paddy M. Whitford, each of whom is sometimes referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.

The principal business address of IHCV 2, IHCV2 GP, Mr. Snelling and Mrs. Whitford is c/o Fort Management Services Limited, Island House, Grande Rue, St. Martins, Island of Guernsey GY4 6RU.

(d)
Title of Class of Securities:
Ordinary Shares
     
(e)
CUSIP Number:
M47364100

Item 3
Not applicable.

Item 4
Ownership.

See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which are incorporated herein.

IHCV 2 beneficially owns 1,808,347  Ordinary Shares and warrants to purchase 107,161 Ordinary Shares.

IHCV2 GP is the general partner of IHCV 2 and, as such, shares voting and dispositive power over, and may be deemed to beneficially own, 1,915,508 Ordinary Shares, which consist of the Ordinary Shares and warrants to purchase Ordinary Shares held by IHCV 2, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

IHCV2 GP has authorized each of Gordon R.L. Snelling and Paddy M. Whitford to exercise its voting and dispositive rights, and as such each of Mr. Snelling and Mrs. Whitford may be deemed to beneficially own 1,915,508 Ordinary Shares, which consist of the Ordinary Shares and warrants to purchase Ordinary Shares held by IHCV 2. Each of Mr. Snelling and Mrs. Whitford disclaims beneficial ownership over the Ordinary Shares held by the foregoing entities, except to the extent of their pecuniary interest therein.

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 Persons have 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.

Page 6 of 9 Pages

Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

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.

Not applicable.

Page 7 of 9 Pages

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, 2019

 
ISRAEL HEALTHCARE VENTURES 2 L.P.
 
IHCV2 GENERAL PARTNER LIMITED
 
GORDON R.L. SNELLING
 
PADDY M. WHITFORD
   
 
ISRAEL HEALTHCARE VENTURES 2 L.P.
 
By:
IHCV2 General Partner Limited

 
By:
/s/ Paddy M Whitford
 
Name: Paddy M. Whitford
 
Title: Director
   
 
For itself and on behalf of IHCV2 General Partner Limited, Gordon R.L. Snelling and Paddy M. Whitford, pursuant to an agreement annexed as Exhibit 1 hereto.

Page 8 of 9 Pages

Exhibit(s):

1 - Joint Filing Agreement


Page 9 of 9 Pages


EXHIBIT 1

JOINT FILING AGREEMENT

 February 14, 2019

Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that ISRAEL HEALTHCARE VENTURES 2 L.P. (“IHCV 2”) may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13G or Schedule 13D and any amendments thereto in respect of shares of Gamida Cell Ltd. purchased, owned or sold from time to time by the undersigned.

IHCV 2 is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13G or Schedule 13D or any amendments thereto.

 
ISRAEL HEALTHCARE VENTURES 2 L.P.
 
By:
IHCV2 GENERAL PARTNER LIMITED
     
 
By:
/s/ Paddy M Whitford
 
Name:
Paddy M. Whitford
 
Title:
Director
 
 
IHCV2 GENERAL PARTNER LIMITED
     
 
By:
/s/ Paddy M Whitford
 
Name:
Paddy M. Whitford
   
Director
   
 
Gordon R.L. Snelling
   
 
By: /s/ Gordon R.L. Snelling
   
 
Paddy M. Whitford
   
 
By: /s/ Paddy M Whitford