SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Simantov Ronit

(Last)

(First)

(Middle)

C/O GAMIDA CELL LTD.

116 HUNTINGTON AVENUE

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2022

3. Issuer Name and Ticker or Trading Symbol
Gamida Cell Ltd. [ GMDA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CMO & Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares⁽¹⁾	117,477⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Share Option (Right to Buy)	⁽⁴⁾	11/16/2027	Ordinary Shares	186,574	$4.9	D
Employee Share Option (Right to Buy)	⁽⁵⁾	03/11/2029	Ordinary Shares	49,400	$11.01	D
Employee Share Option (Right to Buy)	⁽⁶⁾	02/24/2030	Ordinary Shares	49,000	$4.7	D
Employee Share Option (Right to Buy)	⁽⁷⁾	02/25/2031	Ordinary Shares	54,000	$9.51	D
Employee Share Option (Right to Buy)	⁽⁸⁾	01/28/2032	Ordinary Shares	79,700	$2.93	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Immediately exercisable.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Joshua F. Patterson, Attorney-in-Fact	02/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.