Celularity Inc — Director's Dealing 2019

May 21, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GX Acquisition Corp. (GXGXU)
CIK: 0001752828
Period of Report: 2019-05-20

Reporting Person: GX Sponsor LLC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (7187500)		Direct

Footnotes

F1: As described in the issuer's registration statement on Form S-1 (File No. 333-231074) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

F2: These shares represent Class B common stock held by GX Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement.

F3: Jay Bloom and Dean Kehler, Co-Chief Executive Officers and Chairmen of the issuer. Mr. Kehler and Cooper Road, LLC, an entity controlled by Mr. Bloom are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of Mr. Bloom and Mr. Kehler may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.