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: Bloom Jay R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-16	Class A Common Stock	C	7187500	$0.00	Acquired	7187500	Indirect
2021-07-16	Class A Common Stock	J	7087500	$0.00	Disposed	100000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-16	Class B Common Stock	$	C	7187500	Disposed		Class A Common Stock (7187500)	Indirect
2021-07-16	Warrants	$11.50	A	7000000	Acquired		Class A Common Stock (7000000)	Indirect
2021-07-16	Warrants	$11.50	J	7000000	Disposed		Class A Common Stock (7000000)	Indirect
2021-07-16	Warrants	$11.50	J	845364	Acquired		Class A Common Stock (845364)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1661253	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$11.50		Class A Common Stock (1730000)	1730000	Indirect

Footnotes

F1: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), 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, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F2: 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 the Issuer.

F3: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

F4: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F5: Represents shares received in a pro rata distribution-in-kind from Sponsor.

F6: Securities held directly by Cooper Road, LLC, an entity controlled by Jay R. Bloom. Mr. Bloom disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F7: Reflects warrants of the Issuer ("Private 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. These Private Warrants were later exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination, which occurred on July 16, 2021.

F8: The warrants will become exercisable 30 days after the completion of the Business Combination.

F9: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

F10: Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.

F11: Represents Private Warrants received in a pro rata distribution-in-kind from Sponsor.

F12: Reflects warrants of the Issuer, which were acquired from the Issuer upon completion of the Business Combination as the repayment of $554,635 in promissory notes in connection with certain working capital loans.