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: Hariri Robert J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-16	Class A Common Stock	J	7734689	—	Acquired	7734689	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-16	Stock Option (Right to Buy)	$2.87	A	349360	Acquired	2031-07-16	Class A Common Stock (349360)	Direct
2021-07-16	Stock Option (Right to Buy)	$3.88	A	174680	Acquired	2031-07-16	Class A Common Stock (174680)	Direct
2021-07-16	Stock Option (Right to Buy)	$3.70	A	384297	Acquired	2031-07-16	Class A Common Stock (384297)	Direct
2021-07-16	Stock Option (Right to Buy)	$10.21	A	1921485	Acquired	2031-07-16	Class A Common Stock (1921485)	Direct

Footnotes

F1: 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 share 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 the right to receive 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."

F2: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, February 28, 2018, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

F3: Pursuant to the Business Combination Agreement, 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.

F4: This option is fully vested and exercisable.

F5: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, December 15, 2019, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.