Arcellx, Inc. — Director's Dealing 2022

Feb 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Williams Lewis T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-08	Common Stock	C	2095114	$0.00	Acquired	2095114	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-08	Series B-1 Preferred Stock	$	C	1163886	Disposed		Common Stock (1163886)	Indirect
2022-02-08	Series B-2 Preferred Stock	$	C	931228	Disposed		Common Stock (931228)	Indirect

Footnotes

F1: All shares of Series B-1 Preferred Stock, par value $0.001 per share, and Series B-2 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") immediately prior to the closing of the Issuer's initial public offering of its Common Stock. The right to convert the Series B-1 Preferred Stock and Series B-2 Preferred Stock into Common Stock had no expiration date.

F2: Shares directly held by Quan Venture Fund II, L.P. The general partner of Quan Capital is Quan Venture Partners II, L.L.C. The Reporting Person, a member of the Issuer's board of directors, is a venture partner at Quan Venture Partners II, L.L.C. and, therefore, may be deemed to have a pecuniary interest over these shares. The Reporting Person disclaims beneficial ownership of the shares held of record by Quan Venture Fund II, L.P. except to the extent of his pecuniary interest therein.