SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Axcella Health Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

05454B105

(CUSIP Number)

Nestlé S.A.

Avenue Nestlé, 55

1800 Vevey

Switzerland

Attention: General Counsel

Facsimile: 011-41-21-924-2821

with a copy to: 

David A. Carpenter, Esq.

Mayer Brown, LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 506-2195

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

September 8, 2020

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* 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, as amended (“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. 05454B105

1.	NAME OF REPORTING PERSON: Nestlé Health Science US Holdings, Inc.(1)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ☐        (b)  ☐
3.	SEC USE ONLY:
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER: 0
		6.	SHARED VOTING POWER: 0
		7.	SOLE DISPOSITIVE POWER: 0
		8.	SHARED DISPOSITIVE POWER: 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0%
12.	TYPE OF REPORTING PERSON: CO

(1) Following the internal transfer referred to in Item 4 of this Schedule 13G, Nestle Health Science US Holdings, Inc. was removed from the beneficial ownership chain and will no longer be a Reporting Person.

CUSIP No. 05454B105

1.	NAME OF REPORTING PERSON: NIMCO US, Inc.(1)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ☐        (b)  ☐
3.	SEC USE ONLY:
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER: 0
		6.	SHARED VOTING POWER: 0
		7.	SOLE DISPOSITIVE POWER: 0
		8.	SHARED DISPOSITIVE POWER: 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0%
12.	TYPE OF REPORTING PERSON: CO

(1) Following the internal transfer referred to in Item 4 of this Schedule 13G, NIMCO US, Inc. was removed from the beneficial ownership chain and will no longer be a Reporting Person.

CUSIP No. 05454B105

1.	NAME OF REPORTING PERSON: Nestlé US Holdco, Inc.(1)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ☐        (b)  ☐
3.	SEC USE ONLY:
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER: 0
		6.	SHARED VOTING POWER: 0
		7.	SOLE DISPOSITIVE POWER: 0
		8.	SHARED DISPOSITIVE POWER: 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0%
12.	TYPE OF REPORTING PERSON: CO

(1) Following the internal transfer referred to in Item 4 of this Schedule 13G, Nestlé US Holdco, Inc. was removed from the beneficial ownership chain and will no longer be a Reporting Person.

CUSIP No. 05454B105

1.	NAME OF REPORTING PERSON: Société des Produits Nestlé S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ☐        (b)  ☐
3.	SEC USE ONLY:
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Switzerland
NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER: 0
		6.	SHARED VOTING POWER: 4,305,541
		7.	SOLE DISPOSITIVE POWER: 0
		8.	SHARED DISPOSITIVE POWER: 4,305,541
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,305,541
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 11.81%
12.	TYPE OF REPORTING PERSON: CO

CUSIP No. 05454B105

1.	NAME OF REPORTING PERSON: Nestlé S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ☐        (b)  ☐
3.	SEC USE ONLY:
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Switzerland
NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER: 0
		6.	SHARED VOTING POWER: 4,305,541
		7.	SOLE DISPOSITIVE POWER: 0
		8.	SHARED DISPOSITIVE POWER: 4,305,541
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,305,541
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 11.81%
12.	TYPE OF REPORTING PERSON: CO

SCHEDULE 13G

Explanatory Note

This Amendment No. 2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on February 13, 2020, as amended by Amendment No. 1 filed with the SEC on May 21, 2020, (together with all prior and current amendments thereto, this “Schedule 13G”).

Item 1(a). Name of Issuer:

Axcella Health Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

840 Memorial Drive

Cambridge, MA 02139

(857) 320-2200

Item 2(a). Name of Person Filing:

This statement is filed by:

Nestlé Health Science US Holdings, Inc. (“NHS”), a Delaware corporation, with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by it.

NIMCO US, Inc. (“NIMCO”), a Delaware corporation, with respect to the shares of Common Stock held by NHS, which is its wholly owned subsidiary.

Nestlé US Holdco, Inc. (“Nestlé US Holdco”), a Delaware corporation, with respect to the shares of Common Stock held by NHS, which is a wholly owned subsidiary of NIMCO, which is a wholly owned indirect subsidiary.

Société des Produits Nestlé S.A. (“SPN”), a société anonyme organized under the laws of Switzerland, with respect to the shares of Common Stock held by NHS, which is a wholly owned indirect subsidiary.

Nestlé S.A. (“Nestlé”), a société anonyme organized under the laws of Switzerland, with respect to the shares of Common Stock held by NHS, which is a wholly owned indirect subsidiary. The ultimate parent company of NHS, NIMCO, Nestlé US Holdco and SPN is Nestlé.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal executive office of NHS, NIMCO and Nestlé US Holdco is 1812 North Moore Street, Arlington, VA 22209. The principal executive office of SPN and Nestlé is Avenue Nestlé 55, CH-1800, Vevey Switzerland.

Item 2(c). Citizenship:

NHS, NIMCO and Nestlé US Holdco are corporations organized under the laws of the State of Delaware. SPN and Nestlé are société anonymes organized under the laws of Switzerland.

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value per share (the “Common Stock”)

Item 2(e). CUSIP Number:

05454B105

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); and
(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentage is based upon a total of 36,446,872 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ending June 30, 2020, as filed with the Securities and Exchange Commission on August 5, 2020.

NHS is a wholly owned subsidiary of NIMCO. NIMCO, in turn, is a wholly-owned subsidiary of Nestlé US Holdco, which is a wholly-owned subsidiary of SPN. The ultimate parent company of NHS, NIMCO, Nestlé US Holdco and SPN is Nestlé. Each of these entities may be deemed to share voting and investment power with respect to all shares of Common Stock held by NHS. Each of NIMCO, Nestlé US Holdco, SPN and Nestlé disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest therein.

On September 8, 2020, pursuant to an internal transfer, NHS transferred to SPN 4,305,541 shares of common stock, par value $0.001 per share. Following the internal transfer, NHS, NIMCO US, Inc. and Nestlé US Holdco, Inc., were removed from the beneficial ownership chain and will no longer be Reporting Persons.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

LIST OF EXHIBITS

Exhibit No.	Description
Exhibit I	Joint Filing Agreement

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.

Dated September 9, 2020

NESTLÉ HEALTH SCIENCE US HOLDINGS, INC.
By:	/s/ James Pepin
	Name: James Pepin
	Title: Director and President
NIMCO US, INC.
By:	/s/ Dan Nugent
	Name: Dan Nugent
	Title: Chief Legal Officer and General Counsel
NESTLÉ US HOLDCO, INC.
By:	/s/ Michael Prewitt
	Name: Michael Prewitt
	Title: Secretary
SOCIÉTÉ DES PRODUITS NESTLÉ S.A.
By:	/s/ Claudio Kuoni
	Name: Claudio Kuoni
	Title: Vice President
NESTLÉ S.A.
By:	/s/ Gregory Behar
	Name: Gregory Behar
	Title: Deputy Executive Vice President

EX-99.(I)

EXHIBIT I

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated September 9, 2020

NESTLÉ HEALTH SCIENCE US HOLDINGS, INC.
By:	/s/ James Pepin
	Name: James Pepin
	Title: Director and President
NIMCO US, INC.
By:	/s/ Dan Nugent
	Name: Dan Nugent
	Title: Chief Legal Officer and General Counsel
NESTLÉ US HOLDCO, INC.
By:	/s/ Michael Prewitt
	Name: Michael Prewitt
	Title: Secretary
SOCIÉTÉ DES PRODUITS NESTLÉ S.A.
By:	/s/ Claudio Kuoni
	Name: Claudio Kuoni
	Title: Vice President
NESTLÉ S.A.
By:	/s/ Gregory Behar
	Name: Gregory Behar
	Title: Deputy Executive Vice President