Sec Form 13D Filing - NOVARTIS PHARMA AG filing for Gamida Cell Ltd. (GMDA) - 2021-03-11

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D  

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

 

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)

 

March 1, 2021

(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 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)   ¨
	13.	Percent of Class Represented by Amount in Row (11) 8.8%*
	14.	Type of Reporting Person (See Instructions) CO

 

 

* This calculation is based on an aggregate of 59,200,153 Ordinary Shares issued and outstanding on March 1, 2021, as reported by the Issuer in a Form F-3 filed with the Securities and Exchange Commission on that date, plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG.

 

 

 

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 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)   ¨
	13.	Percent of Class Represented by Amount in Row (11) 8.8%*
	14.	Type of Reporting Person (See Instructions) CO, HC

 

 

* * This calculation is based on an aggregate of 59,200,153 Ordinary Shares issued and outstanding on March 1, 2021, as reported by the Issuer in a Form F-3 filed with the Securities and Exchange Commission on that date, plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG.

 

 

Explanatory Note

 

This Amendment No. 2 (the “Amendment No. 2”) amends the statement on Schedule 13D originally filed by the Reporting Persons on November 8, 2018, as amended on August 14, 2020 (the “Schedule 13D”). This Amendment No. 2 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 solely from 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. 2 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. 2. 

 

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 59,200,153 Ordinary Shares issued and outstanding on March 1, 2021, as reported by the Issuer in a Form F-3 filed with the Securities and Exchange Commission on that date, plus 857,295 Ordinary Shares issuable pursuant to warrants owned by Novartis Pharma AG, the Ordinary Shares beneficially owned by the Reporting Persons constituted 8.8% 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 parent company of Novartis Pharma AG, may be deemed to beneficially own all of the Ordinary Shares held directly by Novartis Pharma AG.”

 

 

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 11, 2021

 

	NOVARTIS PHARMA AG
	By:	/s/ Christian Rehm
		Name:	Christian Rehm
		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/ Felix Eichhorn
		Name:	Felix Eichhorn
		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, 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		Lead 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		Independent Director		Swiss
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, D.Phil.		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
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; Head of Global 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 Customer & Technology Solutions (CTS)		Member of the Executive Committee; Head of Customer & Technology Solutions (CTS)		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