0001209191-23-008557.txt : 20230210
0001209191-23-008557.hdr.sgml : 20230210
20230210194914
ACCESSION NUMBER: 0001209191-23-008557
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20221115
FILED AS OF DATE: 20230210
DATE AS OF CHANGE: 20230210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Simantov Ronit
CENTRAL INDEX KEY: 0001871563
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38716
FILM NUMBER: 23614182
MAIL ADDRESS:
STREET 1: 1988 CHAPEL STREET
CITY: NEW HAVEN
STATE: CT
ZIP: 06515
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Gamida Cell Ltd.
CENTRAL INDEX KEY: 0001600847
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5 NAHUM HAFZADI STREET
CITY: JERUSALEM
STATE: L3
ZIP: 95484
BUSINESS PHONE: 97226595666
MAIL ADDRESS:
STREET 1: 5 NAHUM HAFZADI STREET
CITY: JERUSALEM
STATE: L3
ZIP: 95484
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-11-15
0
0001600847
Gamida Cell Ltd.
GMDA
0001871563
Simantov Ronit
C/O GAMIDA CELL LTD.
116 HUNTINGTON AVENUE
BOSTON
MA
02116
0
1
0
0
CMO & Chief Scientific Officer
Ordinary Shares
117477
D
Employee Share Option (Right to Buy)
4.90
2027-11-16
Ordinary Shares
186574
D
Employee Share Option (Right to Buy)
11.01
2029-03-11
Ordinary Shares
49400
D
Employee Share Option (Right to Buy)
4.70
2030-02-24
Ordinary Shares
49000
D
Employee Share Option (Right to Buy)
9.51
2031-02-25
Ordinary Shares
54000
D
Employee Share Option (Right to Buy)
2.93
2032-01-28
Ordinary Shares
79700
D
The Reporting Person became a Section 16 officer, effective November 15, 2022. This report discloses ordinary shares beneficially owned by the Reporting Person as of the date on which the Reporting Person became subject to the reporting obligation on Form 3 under Section 16 of the Securities Exchange Act of 1934, as amended.
Includes an award of 13,300 restricted share units, 33% of which vested on January 28, 2023, 33% of which shall vest on January 28, 2024 and 34% of which shall vest on January 28, 2025, subject to the Reporting Person's continuous service through each such vesting date.
Includes an award of 38,800 restricted share units, 50% of which vested on January 28, 2023 and 50% of which shall vest on January 28, 2024, subject to the Reporting Person's continuous service through such vesting date.
Immediately exercisable.
One fourth (1/4th) of the shares subject to the option award vested on March 13, 2020, and one twelfth (1/12th) of the remaining shares subject to the option
award vested or shall vest in equal quarterly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.
One fourth (1/4th) of the shares subject to the option award vested on February 24, 2021, and one twelfth (1/12th) of the remaining shares subject to the option
award vested or shall vest in equal quarterly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.
One fourth (1/4th) of the shares subject to the option award vested on February 25, 2022, and one twelfth (1/12th) of the remaining shares subject to the option award vested or shall vest in equal quarterly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.
One fourth (1/4th) of the shares subject to the option award shall vest on January 28, 2023, and one twelfth (1/12th) of the remaining shares subject to the option award shall vest in equal quarterly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Joshua F. Patterson, Attorney-in-Fact
2023-02-10
EX-24
2
poa.txt
POA DOCUMENT
Exhibit 24
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Wouter Deleersnyder, Dayne A. Brown and Cathy Rude of Cooley
LLP, and Joshua F. Patterson of Gamida Cell Ltd. (the "Company"), signing
individually, the undersigned's true and lawful attorneys-in-fact and agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC") a Form ID,
Uniform Application for Access Codes to File on EDGAR, including amendments
thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any rule or regulation thereunder;
(2) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the SEC Form ID and Forms 3, 4 and 5 (including amendments thereto
and joint filing agreements in connection therewith) in accordance with Section
16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity
as an officer, director or beneficial owner of more than 10% of a registered
class of securities of the Company;
(3) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form ID and Forms
3, 4 or 5 (including amendments thereto and joint filing agreements in
connection therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or any similar authority; and
(4) Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Form ID or Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the Company and the foregoing attorneys-in fact or (c) as
to any attorney-in-fact individually, until such attorney-in-fact is no longer
employed by the Company or Cooley LLP, as applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: October 29, 2021
/s/ Ronit Simantov
Name: Ronit Simantov