Statement of Changes in Beneficial Ownership (4)
May 21 2020 - 5:03PM
Edgar (US Regulatory)
FORM 4
[ ]
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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.
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AXLA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1812 NORTH MOORE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2020 |
(Street)
ARLINGTON, VA 22209
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/18/2020 | | P | | 1936842 | A | $4.75 | 4305541 (1) | I | See Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | Consists of 4,305,541 shares of Common Stock 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"). 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Nestle Health Science US Holdings, Inc. 1812 NORTH MOORE STREET ARLINGTON, VA 22209 |
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Societe des Produits Nestle S.A. AVENUE NESTLE 55, CH-1800 VEVEY, V8 |
| X |
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NESTLE SA AVENUE NESTLE 55, CH-1800 VEVEY, V8 |
| X |
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NIMCO US, Inc. 1812 NORTH MOORE STREET ARLINGTON, VA 22209 |
| X |
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Nestle US Holdco, Inc. 1812 NORTH MOORE STREET ARLINGTON, VA 22209 |
| X |
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Signatures
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NESTLE HEALTH SCIENCE US HOLDINGS, INC. By: Name: James Pepin, Title: Director and President | | 5/21/2020 |
**Signature of Reporting Person | Date |
NIMCO US, INC. By: Name: Dan Nugent, Title: Chief Legal Officer and General Counsel | | 5/21/2020 |
**Signature of Reporting Person | Date |
NESTLE US HOLDCO, INC. By: Name: Michael Prewitt, Title: Secretary | | 5/21/2020 |
**Signature of Reporting Person | Date |
SOCIETE DES PRODUITS NESTLE S.A. By: Name: Claudio Kuoni, Title: Vice President | | 5/21/2020 |
**Signature of Reporting Person | Date |
NESTLE S.A. By: Name: Gregory Behar, Title: Deputy Executive Vice President | | 5/21/2020 |
**Signature of Reporting Person | Date |
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