Arcellx, Inc. — Director's Dealing 2023

Apr 26, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Arcellx, Inc. (ACLX)
CIK: 0001786205
Period of Report: 2023-04-24

Reporting Person: Heery Christopher (Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-24	Common Stock	M	10000	$6.28	Acquired	21692	Direct
2023-04-24	Common Stock	M	10000	$15.00	Acquired	31692	Direct
2023-04-24	Common Stock	S	20000	$40.0034	Disposed	11692	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-24	Stock Option (right to buy)	$6.28	M	10000	Disposed	2031-06-09	Common Stock (10000)	Direct
2023-04-24	Stock Option (right to buy)	$15.00	M	10000	Disposed	2032-02-03	Common Stock (10000)	Direct

Footnotes

F1: The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on June 30, 2022.

F2: Represents the weighted average share price of an aggregate total of 20,000 shares sold in the price range of $40.00 to $40.07 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined 2017 Plan) through each applicable date, twenty-five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean April 26, 2021.

F4: Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one forty-eighth (1/48th) of the shares subject to the option will vest each month following Equity Grant Date on the same day of the month as the Equity Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over four (4) years. "Equity Grant Date" shall mean February 3, 2022.