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: SCULLEY JOHN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-16	Stock Option (Right to Buy)	$0.28	A	768594	Acquired	2031-07-16	Class A Common Stock (768594)	Direct
2021-07-16	Deferred Compensation Award (Right to Buy)	$3.83	A	269007	Acquired	2031-07-16	Class A Common Stock (269007)	Direct

Footnotes

F1: This option is 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 GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity 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, GX changed its name to "Celularity Inc."

F3: This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date.