Sec Form 3 Filing - Nestle Health Science US Holdings, Inc. @ Axcella Health Inc. - 2019-05-08

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 Nestle Health Science US Holdings, Inc. 2. Issuer Name and Ticker or Trading Symbol Axcella Health Inc. [ AXLA] 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) 1812 NORTH MOORE STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2019 (Street) ARLINGTON, VA22209 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 Common Stock 2,368,699 I See Footnote ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nestle Health Science US Holdings, Inc. 1812 NORTH MOORE STREET ARLINGTON, VA22209 X Societe des Produits Nestle S.A. AVENUE NESTLE 55, CH-1800 VEVEY, V8 X Nestle US Holdco, Inc. 1812 NORTH MOORE STREET ARLINGTON22209 X NESTLE SA AVENUE NESTLE 55, CH-1800 VEVEY X NIMCO US, Inc. 1812 NORTH MOORE STREET ARLINGTON, VA22209 X Signatures NESTLE HEALTH SCIENCE US HOLDINGS, INC. By: Name: James Pepin, Title: Director and President 02/12/2020 Signature of Reporting Person Date NIMCO US, INC. By: Name: Dan Nugent, Title: Chief Legal Officer and General Counsel 02/12/2020 Signature of Reporting Person Date NESTLE US HOLDCO, INC. By: Name: Michael Prewitt, Title: Secretary 02/12/2020 Signature of Reporting Person Date SOCIETE DES PRODUITS NESTLE S.A. By: Name: Claudio Kuoni, Title: Vice President 02/12/2020 Signature of Reporting Person Date NESTLE S.A. By: Name: Gregory Behar, Title: Deputy Executive Vice President 02/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by Nestle Health Science US Holdings, Inc. ("NHS"). NHS is a wholly owned subsidiary of NIMCO US, Inc. ("NIMCO"). NIMCO, in turn, is a wholly-owned subsidiary of Nestle US Holdco, Inc. ("Nestle US Holdco"), which is a wholly-owned subsidiary of Societe des Produits Nestle S.A. ("SPN"). The ultimate parent company of NHS, NIMCO, Nestle US Holdco and SPN is Nestle S.A. ("Nestle"), a publicly traded company. 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, Nestle US Holdco, SPN and Nestle disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest therein.

Remarks: This Form 3 is being filed late due to administrative oversight.

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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