UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
 (Amendment No. 1)*

 

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)

 

Shannon Thyme Klinger
Chief Legal Officer
Novartis AG
Lichtstrasse 35
CH-4056 Basel
Switzerland

 

With a copy to:

 

G. Scott Lesmes
Morrison & Foerster LLP
2000 Pennsylvania Avenue NW, Suite 6000
Washington, D.C. 20006
(202) 887-1500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 28, 2019

(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. o

 

*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)

 o

 

 

(b)

 o

 

 

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
 None

 

8.

Shared Voting Power
5,194,054

 

9.

Sole Dispositive Power
 None

 

10.

Shared Dispositive Power
5,194,054

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,194,054

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13.

Percent of Class Represented by Amount in Row (11)
10.3%*

 

 

14.

Type of Reporting Person (See Instructions)
 CO

               


 

* This calculation is based on 49,471,817 ordinary shares, nominal value NIS 0.01 per share (the “Ordinary Shares”), outstanding as of June 30, 2020, plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG.

 

2


 

CUSIP No.  M47364100 

 

 

1. 

Names of Reporting Persons
 Novartis AG 

 

 

2. 

Check the Appropriate Box if a Member of a Group (See Instructions) 

 

 

(a) 

 o 

 

 

(b) 

 o 

 

 

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
 None 

 

8. 

Shared Voting Power
5,194,054 

 

9. 

Sole Dispositive Power
 None 

 

10. 

Shared Dispositive Power
5,194,054 

 

 

11. 

Aggregate Amount Beneficially Owned by Each Reporting Person
5,194,054 

 

 

12. 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o 

 

 

13. 

Percent of Class Represented by Amount in Row (11)
10.3%* 

 

 

14. 

Type of Reporting Person (See Instructions)
 CO, HC 

 


 

* This calculation is based on 49,471,817 Ordinary Shares outstanding as of June 30, 2020, plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG.

 

3


 

Explanatory Note

 

This Amendment No. 1 (the “Amendment No. 1”) amends the statement on Schedule 13D originally filed by the Reporting Persons on November 8, 2018 (the “Schedule 13D”). 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. 1 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. 1.

 

Item 2(c) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

“(c) Novartis AG and Novartis Pharma AG are each corporations organized under the laws of Switzerland.

 

Novartis Pharma AG develops and markets pharmaceuticals. Novartis AG is the publicly owned parent of a multinational group of companies specializing in the research, development, manufacturing and marketing of healthcare products, led by innovative pharmaceuticals and also including high-quality generic pharmaceuticals. Novartis AG is the 100% direct owner of Novartis Pharma AG.”

 

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 5,194,054 Ordinary Shares. Such amount includes 4,336,759 Ordinary Shares owned by Novartis Pharma AG plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG.  Each Reporting Person has shared voting and dispositive power with the other Reporting Person.

 

Based on the 49,471,817 Ordinary Shares outstanding on June 30, 2020, plus the 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG, the Ordinary Shares beneficially owned by the Reporting Persons constituted 10.3% 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 parent company of Novartis Pharma AG, may be deemed to beneficially own all of the Ordinary Shares held directly by Novartis Pharma AG.”

 

4


 

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: August 14, 2020

 

 

NOVARTIS PHARMA AG

 

 

 

By:

/s/ Lukas Foertsch

 

 

Name:

Lukas Foertsch

 

 

Title:

Authorized Signatory

 

 

 

By:

/s/ Stefan Thommen

 

 

Name:

Stefan Thommen

 

 

Title:

Authorized Signatory

 

 

 

NOVARTIS AG

 

 

 

By:

/s/ Christian Rehm

 

 

Name:

Christian Rehm

 

 

Title:

Authorized Signatory

 

 

 

By:

/s/ Felix Eichhorn

 

 

Name:

Felix Eichhorn

 

 

Title:

Authorized Signatory

 

5


 

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, Lichstrasse 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

 

 

 

 

 

 

 

Enrico Vanni, Ph.D.

 

Vice Chairman of the Board of Directors

 

Independent Director

 

Swiss

 

 

 

 

 

 

 

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

 

Executive vice president and head of strategic business units, marketing, sales, and Nespresso, Nestle SA, Switzerland 

 

Swiss

 

 

 

 

 

 

 

Srikant Datar, Ph.D.

 

Director

 

Arthur Lowes Dickinson Professor, Harvard Business School, US; Faculty Chair of the Harvard Innovation Lab, US; Senior Associate Dean for University Affairs, Harvard Business School, US

 

American

 

 

 

 

 

 

 

Elizabeth (Liz) Doherty

 

Director

 

Independent Director

 

British

 


 

Ann Fudge

 

Director

 

Independent Director 

 

American

 

 

 

 

 

 

 

Bridgette Heller

 

Director

 

Co-founder and Chief Executive Officer, Shirley Proctor Puller Foundation, US

 

American

 

 

 

 

 

 

 

Frans van Houten

 

Director

 

Chief Executive Officer and chairman of the executive committee and the board of management, Royal Philips NV, Netherlands

 

Dutch

 

 

 

 

 

 

 

Simon Moroney

 

Director

 

Independent Director

 

German/New Zealander

 

 

 

 

 

 

 

Andreas von Planta, Ph.D.

 

Director

 

Senior Counsel, Lenz & Staehelin, Switzerland 

 

Swiss

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Steven Baert

 

Member of the Executive Committee; Chief People and Organization Officer

 

Member of the Executive Committee; Chief People and Organization Officer

 

Belgian

 

 

 

 

 

 

 

Bertrand Bodson

 

Member of the Executive Committee; Chief Digital Officer

 

Member of the Executive Committee; Chief Digital Officer

 

Belgian

 


 

James (Jay) Bradner, M.D.

 

Member of the Executive Committee; President, Novartis Institutes for BioMedical Research 

 

Member of the Executive Committee; President, Novartis Institutes for BioMedical Research

 

American

 

 

 

 

 

 

 

Harry Kirsch

 

Member of the Executive Committee; Chief Financial Officer

 

Member of the Executive Committee; Chief Financial Officer 

 

German/Swiss

 

 

 

 

 

 

 

Shannon Thyme Klinger

 

Member of the Executive Committee; Chief Legal Officer

 

Member of the Executive Committee; Chief Legal Officer

 

American

 

 

 

 

 

 

 

Steffen Lang, Ph.D.

 

Member of the Executive Committee; Global Head of Novartis Technical Operations

 

Member of the Executive Committee; Global Head of Novartis Technical Operations

 

German/Swiss

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Richard Saynor

 

Member of the Executive Committee; Chief Executive Officer, Sandoz

 

Member of the Executive Committee; Chief Executive Officer, Sandoz 

 

British

 

 

 

 

 

 

 

Susanne Schaffert, Ph.D.

 

Member of the Executive Committee; President, Novartis Oncology

 

Member of the Executive Committee; President, Novartis Oncology

 

German

 

 

 

 

 

 

 

John Tsai, M.D.

 

Member of the Executive Committee; Global Head of Drug Development and Chief Medical Officer

 

Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer

 

American

 

 

 

 

 

 

 

Marie-France Tschudin

 

Member of the Executive Committee; President, Novartis Pharmaceuticals

 

Member of the Executive Committee; President, Novartis Pharmaceuticals 

 

Swiss

 

 

 

 

 

 

 

Robert Weltevreden

 

Member of the Executive Committee; Head of Novartis Business Services

 

Member of the Executive Committee; Head of Novartis Business Services

 

Dutch

 

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, Lichstrasse 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

 

 

 

 

 

 

 

Shannon Thyme Klinger

 

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