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Celularity Inc — Director's Dealing 2021
Sep 17, 2021
34506_dirs_2021-09-17_3cccfd4f-480c-4012-9a3c-c311c25013c0.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Celularity Inc (CELU)
CIK: 0001752828
Period of Report: 2021-09-15
Reporting Person: Pecora Andrew L (President)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $0.28 | 2027-06-02 | Class A Common Stock (384297) | Direct | |
| Stock Option (Right to Buy) | $3.70 | 2030-05-07 | Class A Common Stock (153718) | Direct | |
| Stock Option (Right to Buy) | $3.83 | 2031-03-24 | Class A Common Stock (269007) | Direct | |
| Stock Option (Right to Buy) | $10.21 | 2031-04-06 | Class A Common Stock (153718) | Direct | |
| Stock Option (Right to Buy) | $10.23 | 2031-09-09 | Class A Common Stock (153718) | Direct |
Footnotes
F1: As of September 15, 2021, 100% of the shares subject to the stock option are fully vested and exercisable.
F2: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among the Issuer, Alpha First Merger Sub Corp., Celularity LLC and Celularity Operations, Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, the Issuer changed its name to "Celularity Inc."
F3: This option shall vest and become exercisable as follows: 50% is fully-vested as of the grant date; 50% is subject to time-based vesting over a four-year period from the July 16 2021 closing of the business combination, with 25% of this tranche vesting on the one-year anniversary of the closing (July 16, 2022), and the remainder vesting monthly thereafter so that vested in full on the four-year anniversary of the business combination closing date, and subject to the Reporting Person's continuous service on each vesting date.