UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 L. 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)
May 10, 2023
(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 | ||||
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1.
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Names of Reporting Persons Novartis Pharma AG | |||
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) | ¨ | ||
| (b) | ¨ | |||
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3.
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SEC Use Only | |||
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4.
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Source of Funds (See Instructions) WC | |||
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6.
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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 | |||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person 4,336,759 | |||
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||
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13.
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Percent of Class Represented by Amount in Row (11) 4.1%* | |||
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14.
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Type of Reporting Person (See Instructions) CO | |||
* This calculation is based on an aggregate of 105,586,746 Ordinary Shares issued and outstanding as of May 10, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 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.
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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.
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Percent of Class Represented by Amount in Row (11) 4.1%* | |||
|
14.
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Type of Reporting Person (See Instructions) CO, HC | |||
* This calculation is based on an aggregate of 105,586,746 Ordinary Shares issued and outstanding as of May 10, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023.
Explanatory Note
This Amendment No. 4 (the “Amendment No. 4”) amends the statement on Schedule 13D originally filed by the Reporting Persons on November 8, 2018, as amended on August 14, 2020, March 11, 2021 and March 3, 2023 (the “Schedule 13D”). This Amendment No. 4 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 an increase in the Issuer’s outstanding Ordinary Shares. Such reduction in beneficial ownership of the Issuer’s outstanding Ordinary Shares has resulted in each of the Reporting Persons ceasing to be the beneficial owner of more than five percent of 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. 4 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. 4.
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 105,586,746 Ordinary Shares issued and outstanding as of May 10, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023, the Ordinary Shares beneficially owned by the Reporting Persons constituted 4.1% 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 5(e) of the Schedule 13D is hereby amended and restated in its entirety to read as follow:
“(e) As a result of the increase in the Issuer’s outstanding Ordinary Shares, on May 10, 2023, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares of the Issuer. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.”
Item 7. Materials to be Filed as Exhibits
| Exhibit Number | Description |
| 4 | Evidence of Signatory Authority |
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: May 26, 2023
| NOVARTIS PHARMA AG | |||
| By: | /s/ Luca Hammel | ||
| Name: | Luca Hammel | ||
| Title: | Authorized Signatory | ||
| By: | /s/ Stefan Thommen | ||
| Name: | Stefan Thommen | ||
| 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 | Executive vice president and chief scientific officer, Boston Children's Hospital, 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 | Independent Director | Dutch | |||
| 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 | |||
| John D. Young | Director | Independent Director | 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; President, Global Drug Development & 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 & Growth 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 | |||
| 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 International & Chief Commercial Officer | 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 |
EXHIBIT 4
EVIDENCE OF SIGNATORY AUTHORITY
Excerpt from Commercial Register of Novartis Pharma AG
| Identification number | Legal status | Entry | Cancelled | ||
| 1 | |||||
| CHE-106.052.527 | Limited or Corporation | 25.10.1989 |
All data
| In | Ca | Business name | Ref | Legal seat |
| 1 | Novartis Pharma AG | 1 | Basel | |
| 1 | (Novartis Pharma SA) (Novartis Pharma Inc.) |
| CHE-106.052.527 | Novartis Pharma AG | Basel | ||||
| All data | ||||||
| In | Mo | Ca | Personal Data | Function | Signature | |
| 76 | Hammel, Luca Andreas, von Basel, in Basel | joint signature at two | ||||
| CHE-106.052.527 | Novartis AG | Basel | ||||
| All data | ||||||
| In | Mo | Ca | Personal Data | Function | Signature | |
| 1 | Thommen, Stefan, von Bubendorf, in Ramlinsburg | joint signature at two | ||||
Excerpt from Commercial Register of Novartis AG
| Identification number | Legal status | Entry | Cancelled | ||
| 1 | |||||
| CHE-103.867.266 | Limited or Corporation | 01.03.1996 |
All data
| In | Ca | Business name | Ref | Legal seat |
| 1 | Novartis AG | 1 | Basel | |
| 1 | (Novartis SA) (Novartis Inc.) |
| CHE-103.867.266 | Novartis AG | Basel | ||||
| All data | ||||||
| In | Mo | Ca | Personal Data | Function | Signature | |
| 23 | Bugnon, Bertrand Richard René, von Montagny (FR), in Belfaux | joint signature at two | ||||
| CHE-103.867.266 | Novartis AG | Basel | ||||
| All data | ||||||
| In | Mo | Ca | Personal Data | Function | Signature | |
| 14 | Förtsch, Lukas, von Zürich, in Sissach | joint signature at two | ||||