Arcellx, Inc. — Director's Dealing 2022

Feb 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Arcellx, Inc. (ACLX)
CIK: 0001786205
Period of Report: 2022-02-08

Reporting Person: New Enterprise Associates 15, L.P. (10% Owner)
Reporting Person: BASKETT FOREST (10% Owner)
Reporting Person: Florence Anthony A. Jr. (10% Owner)
Reporting Person: Makhzoumi Mohamad (10% Owner)
Reporting Person: NEA 15 GP, LLC (10% Owner)
Reporting Person: NEA Partners 15, L.P. (10% Owner)
Reporting Person: SANDELL SCOTT D (10% Owner)
Reporting Person: Sonsini Peter W. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-08	Common Stock	C	4849429	$0.00	Acquired	4849429	Direct
2022-02-08	Common Stock	P	1583333	$15.00	Acquired	6432762	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-08	Series A Preferred Stock	$	C	1545307	Disposed		Common Stock (1545307)	Direct
2022-02-08	Series B-1 Preferred Stock	$	C	872915	Disposed		Common Stock (872915)	Direct
2022-02-08	Series B-2 Preferred Stock	$	C	698421	Disposed		Common Stock (698421)	Direct
2022-02-08	Series C Preferred Stock	$	C	1732786	Disposed		Common Stock (1732786)	Direct

Footnotes

F1: All shares of Series A Preferred Stock, par value $0.001 per share, Series B-1 Preferred Stock, par value $0.001 per share, Series B-2 Preferred Stock, par value $0.001 per share, and Series C Preferred Stock, par value $0.001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), prior to the closing of the Issuer's initial public offering of its Common Stock, and have no expiration date.

F2: The shares are directly held by New Enterprise Associates 15, L.P. ("NEA 15"), and indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP, together, the "Indirect Reporting Persons"). The individual managers of NEA 15 GP are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 15 shares in which the Indirect Reporting Persons have no pecuniary interest.

F3: NEA 15 purchased 1,583,333 shares of Common Stock of the Issuer in connection with the Issuer's public offering.