Arcellx, Inc. — Director's Dealing 2022

Dec 23, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Arcellx, Inc. (ACLX)
CIK: 0001786205
Period of Report: 2022-12-20

Reporting Person: BASKETT FOREST (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-20	Common Stock	J	2000000	$0.00	Disposed	4745262	Indirect
2022-12-20	Common Stock	J	30000	$0.00	Acquired	30000	Indirect
2022-12-20	Common Stock	J	30000	$0.00	Disposed	0	Indirect
2022-12-20	Common Stock	J	1628	$0.00	Acquired	1628	Indirect
2022-12-22	Common Stock	S	1628	$31.4537	Disposed	0	Indirect

Footnotes

F1: New Enterprise Associates 15, L.P. ("NEA 15") made a pro rata distribution of 2,000,000 shares of Common Stock of the Issuer to its general partner and limited partners for no consideration on December 20, 2022.

F2: The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of NEA 15, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest.

F3: NEA Partners 15 received 30,000 shares of Common Stock of the Issuer in the distribution made by NEA 15 on December 20, 2022.

F4: The Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 15, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA Partners 15 in which the Reporting Person has no pecuniary interest.

F5: NEA Partners 15 made a pro rata distribution of 30,000 shares of Common Stock of the Issuer to its limited partners for no consideration on December 20, 2022.

F6: The Baskett-McKay Family Trust dtd 3/12/14 (the "Baskett Trust") received 1,628 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022.

F7: The Reporting Person is a trustee of the Baskett Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Baskett Trust in which the Reporting Person has no pecuniary interest.

F8: The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.37 to $31.54 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.