Form SC 13G/A Axcella Health Inc. Filed by: Societe des Produits Nestle S.A.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON:

  Société des Produits Nestlé S.A.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Switzerland

NUMBER OF

SHARES

 BENEFICIALLY 

BY OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,105,438

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,105,438

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,105,438

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  15.09% ⁽¹⁾

  TYPE OF REPORTING PERSON:

  CO

Based upon a total of 73,554,837 shares of Common Stock outstanding as of October 28, 2022, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 1, 2022.

  NAME OF REPORTING PERSON:

  Nestlé S.A.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Switzerland

NUMBER OF

SHARES

 BENEFICIALLY 

BY OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,105,438

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,105,438

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,105,438

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  15.09% ⁽¹⁾

  TYPE OF REPORTING PERSON:

  CO

Based upon a total of 73,554,837 shares of Common Stock outstanding as of October 28, 2022, as reported by the Issuer in its Form 10-Q filed with the SEC on November 1, 2022.

Name of Issuer:

Axcella Health Inc.

Address of Issuer’s Principal Executive Offices:

840 Memorial Drive

Cambridge, MA 02139

(857) 320-2200

Name of Person Filing:

This statement is filed by:

Société des Produits Nestlé S.A. (“SPN”), a société anonyme organized under the laws of Switzerland, with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by it.

Nestlé S.A. (“Nestlé”), a société anonyme organized under the laws of Switzerland, with respect to the shares of Common Stock held by SPN, which is a wholly owned indirect subsidiary. The ultimate parent company of SPN is Nestlé.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Address of Principal Business Office or, if none, Residence:

The principal executive office of SPN and Nestlé is Avenue Nestlé 55, CH-1800, Vevey Switzerland.

Citizenship:

SPN and Nestlé are société anonymes organized under the laws of Switzerland.

Title of Class of Securities:

Common Stock, $0.001 par value per share (the “Common Stock”)

CUSIP Number:

05454B105

The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentage is based upon a total of 73,554,837 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ending September 30, 2022, as filed with the SEC on November 1, 2022.

SPN is a wholly owned subsidiary of Nestlé and the ultimate parent company of SPN is Nestlé. Each of SPN and Nestlé may be deemed to share voting and investment power with respect to all shares of Common Stock held by SPN. Nestlé disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest therein.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.