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Arcellx, Inc. — Director's Dealing 2022
Feb 10, 2022
31114_dirs_2022-02-10_91e380c6-f181-4421-8422-5033ad793efc.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Arcellx, Inc. (ACLX)
CIK: 0001786205
Period of Report: 2022-02-08
Reporting Person: SR ONE CAPITAL MANAGEMENT, LLC (10% Owner)
Reporting Person: SR ONE CAPITAL PARTNERS I, LP (10% Owner)
Reporting Person: SR One Capital Fund I Aggregator LP (10% Owner)
Reporting Person: SR One Co-Invest II, LLC (10% Owner)
Reporting Person: George Simeon (10% Owner)
Reporting Person: SR One Co-Invest II Manager, LLC (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-02-08 | Common Stock | C | 1550309 | — | Acquired | 1550309 | Indirect |
| 2022-02-08 | Common Stock | C | 666651 | — | Acquired | 2216960 | Indirect |
| 2022-02-08 | Common Stock | C | 533389 | — | Acquired | 2750349 | Indirect |
| 2022-02-08 | Common Stock | C | 649795 | — | Acquired | 3400144 | Indirect |
| 2022-02-08 | Common Stock | P | 66667 | $15.00 | Acquired | 3466811 | Indirect |
| 2022-02-08 | Common Stock | C | 433196 | — | Acquired | 433196 | Indirect |
| 2022-02-08 | Common Stock | P | 1600000 | $15.00 | Acquired | 2033196 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-02-08 | Series A Preferred Stock | $ | C | 1550309 | Disposed | Common Stock (1550309) | Indirect | |
| 2022-02-08 | Series B-1 Preferred Stock | $ | C | 666651 | Disposed | Common Stock (666651) | Indirect | |
| 2022-02-08 | Series B-2 Preferred Stock | $ | C | 533389 | Disposed | Common Stock (533389) | Indirect | |
| 2022-02-08 | Series C Preferred Stock | $ | C | 649795 | Disposed | Common Stock (649795) | Indirect | |
| 2022-02-08 | Series C Preferred Stock | $ | C | 433196 | Disposed | Common Stock (433196) | Indirect |
Footnotes
F1: All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock at the Reporting Person's election and automatically upon the closing of the initial public offering of Arcellx, Inc. (the "Issuer"). The Preferred Stock has no expiration date.
F2: The reported securities are held directly by SR One Capital Fund I Aggregator, LP. SR One Capital Partners I, LP is the general partner of SR One Capital Fund I Aggregator, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Partners I, LP. Simeon George is the managing member of SR One Capital Management, LLC. Each of SR One Capital Partners I, LP, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
F3: SR One Capital Fund I Aggregator, LP purchased 66,667 shares of Common Stock of the Issuer in connection with the Issuer's public offering.
F4: The reported securities are held directly by SR One Co-Invest II, LLC. SR One Co-Invest Manager II, LLC is the managing member of SR One Co-Invest II, LLC, and SR One Capital Management, LLC is the managing member of SR One Co-Invest Manager II, LLC. Simeon George is the managing member of SR One Capital Management, LLC. Each of SR One Co-Invest Manager II, LLC, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
F5: SR One Co-Invest II, LLC purchased 1,600,000 shares of Common Stock of the Issuer in connection with the Issuer's public offering.