Sec Form 3 Filing - Simantov Ronit @ Gamida Cell Ltd. - 2022-11-15

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 Simantov Ronit 2. Issuer Name and Ticker or Trading Symbol Gamida Cell Ltd. [ GMDA] 5. 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 (Last) (First) (Middle) C/O GAMIDA CELL LTD., 116 HUNTINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2022 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 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 ( 1 ) 117,477 ( 2 ) ( 3 ) 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 Employee Share Option (Right to Buy) $ 4.9 ( 4 ) 11/16/2027 Ordinary Shares 186,574 D Employee Share Option (Right to Buy) $ 11.01 ( 5 ) 03/11/2029 Ordinary Shares 49,400 D Employee Share Option (Right to Buy) $ 4.7 ( 6 ) 02/24/2030 Ordinary Shares 49,000 D Employee Share Option (Right to Buy) $ 9.51 ( 7 ) 02/25/2031 Ordinary Shares 54,000 D Employee Share Option (Right to Buy) $ 2.93 ( 8 ) 01/28/2032 Ordinary Shares 79,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Simantov Ronit C/O GAMIDA CELL LTD. 116 HUNTINGTON AVENUE BOSTON, MA02116 CMO & Chief Scientific Officer Signatures /s/ Joshua F. Patterson, Attorney-in-Fact 02/10/2023 Signature of Reporting Person Date

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 optionaward 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 optionaward 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

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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