Sec Form 3 Filing - Access Industries Holdings LLC @ Gamida Cell Ltd. - 2022-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Access Industries Holdings LLC 2. Issuer Name and Ticker or Trading Symbol Gamida Cell Ltd. [ GMDA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40 WEST 57TH ST, 28TH FL, 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2022 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 3,750,000 I( 1 ) By AI Gamida Holdings LLC Ordinary Shares 1,509,369 I( 2 ) By Clal Biotechnology Industries Ltd. Ordinary Shares 3,111,111 I( 3 ) By AI Biotechnology LLC Ordinary Shares 1,374,377 I( 4 ) By Bio Medical Investment (1997) Ltd.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 6.72( 5 ) ( 5 ) 07/22/2022 Ordinary Shares 160,743( 5 ) I( 2 ) By Clal Biotechnology Industries Ltd. Stock Option (Right to Buy) $ 4.7( 6 ) ( 6 ) 07/08/2029 Ordinary Shares 10,000( 6 ) I( 2 ) By Clal Biotechnology Industries Ltd. Stock Option (Right to Buy) $ 6.66( 6 ) ( 6 ) 11/17/2030 Ordinary Shares 12,000( 6 ) I( 2 ) By Clal Biotechnology Industries Ltd. Stock Option (Right to Buy) $ 2.63( 7 ) ( 7 ) 12/20/2031 Ordinary Shares 9,500( 7 ) I( 2 ) By Clal Biotechnology Industries Ltd.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Access Industries Holdings LLC 40 WEST 57TH ST, 28TH FL NEW YORK, NY10019 X Clal Biotechnology Industries Ltd. 3 AZRIELI CENTER TRIANGLE TOWER, 45TH FLOOR, 132 MENACHEM BEGIN ST. TEL AVIV, L36702301 Affiliate of 10% Owner ACCESS INDUSTRIES, LLC 40 WEST 57TH ST, 28TH FL NEW YORK, NY10019 X ACCESS INDUSTRIES MANAGEMENT, LLC 40 WEST 57TH ST, 28TH FL NEW YORK, NY10019 X Blavatnik Len 40 WEST 57TH ST, 28TH FL NEW YORK, NY10019 X AI Gamida Holdings LLC 40 WEST 57TH ST, 28TH FL NEW YORK, NY10019 Affiliate of 10% Owner Signatures /s/ Alejandro Moreno for Access Industries Holdings LLC 01/10/2022 Signature of Reporting Person Date /s/ Ofer Gonen (CEO) and Assaf Segal (CFO) for Clal Biotechnology Industries Ltd. 01/10/2022 Signature of Reporting Person Date /s/ Alejandro Moreno for Access Industries, LLC 01/10/2022 Signature of Reporting Person Date /s/ Alejandro Moreno for Access Industries Management, LLC 01/10/2022 Signature of Reporting Person Date /s/ Alejandro Moreno, as Attorney-in-Fact for Mr. Blavatnik 01/10/2022 Signature of Reporting Person Date /s/ Alejandro Moreno for AI Gamida Holdings LLC 01/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported are held directly by AI Gamida Holdings LLC ("AI Gamida") and may be deemed to be beneficially owned by Access Industries Management, LLC ("Management LLC") and Len Blavatnik, because Management LLC and Len Blavatnik control AI Gamida, and Len Blavatnik controls Management LLC. Each of the reporting persons (other than AI Gamida) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AI Gamida) is the beneficial owner of such securities for any purpose. ( 2 )The securities reported are held directly by Clal Biotechnology Industries Ltd. ("CBI") and may be deemed to be beneficially owned by Access Industries Holdings LLC ("AIH"), Access Industries, LLC ("Access LLC"), Management LLC and Len Blavatnik, because Clal Industries Ltd. ("CI") is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than CBI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than CBI) is the beneficial owner of such securities for any purpose. ( 3 )The securities r eported are held directly by AI Biotechnology LLC ("AIB") and may be deemed to be beneficially owned by AIH, Access LLC, Management LLC and Len Blavatnik, because Len Blavatnik controls Management LLC, AIH and Access LLC, Access LLC controls a majority of the outstanding voting interests in AIH, Management LLC controls Access LLC and AIH, and AIH owns a majority of AIB. Each of the reporting persons (other than AIB) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AIB) is the beneficial owner of such securities for any purpose. ( 4 )The securities reported are held directly by Bio Medical Investment (1997) Ltd. ("Bio Medical") and may be deemed to be beneficially owned by CBI, AIH, Access LLC, Management LLC and Len Blavatnik because CBI owns Bio Medical, CI is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than Bio Medical) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than Bio Medical) is the beneficial owner of such securities for any purpose. ( 5 )Each warrant is exercisable for one Ordinary Share. CBI may elect to exercise the warrant in whole or in part and from time to time at any time until July 22, 2022, on a net issuance basis, at an exercise price of $6.72 per Ordinary Share. The number of Ordinary Shares purchasable upon exercise of the warrant and the exercise price is subject to adjustments, as set forth in the warrant agreement, dated July 3, 2017. ( 6 )Immediately exercisable. ( 7 )The option vests in equal quarterly installments over a twelve-month period commencing on November 1, 2021, subject to the continued service by Ofer Gonen to the Issuer as of the applicable vesting date.

Remarks: Exhibit List:Exhibit 24 - Power of Attorney

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