Celularity Inc — Director's Dealing 2021

Jul 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celularity Inc (CELU)
CIK: 0001752828
Period of Report: 2021-07-16

Reporting Person: Mazur Marc (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	48927	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$11.50		Class A Common Stock (25000)	25000	Direct

Footnotes

F1: Represents shares received in a pro rata distribution-in-kind from GX Sponsor LLC ("Sponsor"). 25% of the shares are subject to vesting. Such shares shall vest on the first day that the volume weighted average price of the Common Stock on Nasdaq is at or above $12.00 for 20 trading days over a 30 consecutive trading day period immediately preceding such day. Shares that do not vest by July 15, 2031 will be forfeited. Vesting is subject to acceleration upon certain change of control events at Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F2: The warrants will become exercisable 30 days after July 16, 2021, the completion date of the business combination (the "Business Combination") among GX Acquisition Corp., Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021.

F3: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

F4: Represents warrants, which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering, received in a pro rata distribution-in-kind from Sponsor.