|
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
1. Name and Address of Reporting Person *
|
|
Nestle Health Science US Holdings, Inc. |
|
2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2019 |
3. Issuer Name and Ticker or Trading Symbol
Axcella Health Inc. [AXLA]
|
|
1812 NORTH MOORE STREET |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
_____ Director
|
__X__ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
5. If Amendment, Date Original Filed
(Month/Day/Year)
|
|
ARLINGTON, VA 22209 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Beneficially Owned
|
|
1.Title of Security
(Instr. 4)
|
2. Amount of Securities Beneficially Owned
(Instr. 4)
|
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
|
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
|
| Common Stock | 2,368,699 |
I
| See Footnote (1) |
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year)
|
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
|
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
|
|
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, VA 22209 |
|
X
|
|
|
Societe des Produits Nestle S.A.
AVENUE NESTLE 55, CH-1800
VEVEY, V8 |
|
X
|
|
|
Nestle US Holdco, Inc.
1812 NORTH MOORE STREET
ARLINGTON 22209 |
|
X
|
|
|
NESTLE SA
AVENUE NESTLE 55, CH-1800
VEVEY |
|
X
|
|
|
NIMCO US, Inc.
1812 NORTH MOORE STREET
ARLINGTON, VA 22209 |
|
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:
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|
