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: Lim Kok Thay (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-16	Class A Common Stock	A	26562778	—	Acquired	26562778	Indirect
2021-07-16	Class A Common Stock	A	3500000	$10.00	Acquired	30062778	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-16	Warrants (Right to Buy)	$6.77	A	6529818	Acquired		Class A Common Stock (6529818)	Indirect
2021-07-16	Deferred Compensation Award (Right to Buy)	$3.83	A	269007	Acquired	2031-03-24	Class A Common Stock (269007)	Direct

Footnotes

F1: Pursuant to the Merger Agreement and Plan of Reorganization, dated January 8, 2021, by and among GX Acquisition Corp. ("GX"), two of its wholly owned subsidiaries and Celularity Inc. ("Celularity") (the "Merger Agreement"), the merger pursuant to which (the "Merger") closed on July 16, 2021 ("Closing"), these shares of Class A Common Stock were received in exchange for 34,560,219 shares of Series B Preferred Stock of Celularity. On the Closing date, the closing price of the Issuer's Class A Common Stock was $10.20. Following Closing, the Issuer intends to change its name to "Celularity Inc."

F2: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

F3: At Closing, these shares of Class A Common Stock were acquired directly from the Issuer in a private placement pursuant to a subscription agreement with the Issuer.

F4: These warrants expire upon the earlier to occur of (i) March 16, 2025, or (ii), the consummation of a change in control of the Issuer.

F5: Pursuant to the Merger Agreement, these warrants to acquire Class A Common Stock were received in exchange for warrants to acquire 8,495,796 shares of Series B Preferred Stock of Celularity that had an exercise price per share equal to the lesser of (a) $5.20 per share or (b) 80% of either (i) the value attributed to one share of Series B Preferred Stock of Celularity upon consummation of a change in control or the closing of a strategic transaction pursuant to which Celularity's stockholders exchange their existing shares of capital stock in Celularity for shares in a company whose shares are listed on a national stock exchange or (ii) the price at which one share of Celularity common stock is sold to the public market in an initial public offering.

F6: 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.