SEC FORM 3

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Koziel Margaret

(Last)

(First)

(Middle)

C/O AXCELLA HEALTH INC.

840 MEMORIAL DRIVE

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2021

3. Issuer Name and Ticker or Trading Symbol
Axcella Health Inc. [ AXLA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	30,000⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	06/27/2029	Common Stock	20,800	$9.31	D
Stock Option (Right to Buy)	⁽³⁾	01/02/2030	Common Stock	10,250	$4.12	D
Stock Option (Right to Buy)	⁽⁴⁾	11/10/2030	Common Stock	11,000	$5.04	D
Stock Option (Right to Buy)	⁽⁵⁾	02/09/2031	Common Stock	31,050	$6.59	D
Stock Option (Right to Buy)	⁽⁶⁾	06/25/2031	Common Stock	10,000	$4.11	D

Explanation of Responses:

1. Represents a grant of 30,000 Restricted Stock Units ("RSUs"), each representing a contingent right to receive one share of AXLA common stock. 25% of the shares underlying this grant vested on August 31, 2021, with the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

2. 25% of the shares underlying this option vested and became exercisable on June 27, 2020, with the remainder vesting in twelve equal quarterly installments thereafter, subject to subject to Reporting Person's continued service on each such vesting date.

3. 25% of the shares underlying this option vested and became exercisable on January 2, 2021, with the remainder vesting in twelve equal quarterly installments thereafter, subject to subject to Reporting Person's continued service on each such vesting date.

4. 25% of the shares underlying this option vested and became exercisable on November 10, 2021, with the remainder vesting in twelve equal quarterly installments thereafter, subject to subject to Reporting Person's continued service on each such vesting date.

5. 25% of the shares underlying this option shall vest and become exercisable on February 9, 2022, with the remainder vesting in twelve equal quarterly installments thereafter, subject to subject to Reporting Person's continued service on each such vesting date.

6. 25% of the shares underlying this option shall vest and become exercisable on June 25, 2022, with the remainder vesting in twelve equal quarterly installments thereafter, subject to subject to Reporting Person's continued service on each such vesting date

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Paul Fehlner, Attorney-in-Fact	12/13/2021
	** Signature of Reporting Person	Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.