Sec Form 4/A Filing - Tomasello Shawn @ Gamida Cell Ltd. - 2023-10-19

FORM 4/A 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 Tomasello Shawn 2. Issuer Name and Ticker or Trading Symbol Gamida Cell Ltd. [ GMDA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GAMIDA CELL LTD., 116 HUNTINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2023 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 02/10/2023 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 10/19/2023( 1 ) A 28,300 ( 2 ) A $ 0 41,977 D

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 Share Option (Right to Buy) $ 1.59 10/19/2023( 3 ) A 56,600 ( 4 ) 10/18/2033 Ordinary Shares 56,600 $ 0 56,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tomasello Shawn C/O GAMIDA CELL LTD. 116 HUNTINGTON AVENUE BOSTON, MA02116 X Signatures /s/ Joshua F. Patterson, Attorney-in-Fact 10/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock unit ("RSU") award was approved by the Board of Directors of the Issuer on February 8, 2023, subject to shareholder approval. The Issuer's shareholders approved the award at the annual general meeting of the shareholders on October 19, 2023. ( 2 )Represents an RSU award, which shall vest on February 8, 2024, subject to the Reporting Person's continuous service through such vesting date. ( 3 )The option grant was approved by the Board of Directors of the Issuer on February 8, 2023, subject to shareholder approval. The Issuer's shareholders approved the grant at the annual general meeting of the shareholders on October 19, 2023. ( 4 )This option vests in equal quarterly installments over a twelve-month period, with the first such installment vesting on May 8, 2023, subject to the Reporting Person's continuous service through each such vesting date.

Remarks: This amendment is being filed solely to correct the transaction dates to October 19, 2023 and to correct the expiration date of the option grant to October 18, 2033.

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 4(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).

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