Celularity Inc — Director's Dealing 2024

Dec 20, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celularity Inc (CELU)
CIK: 0001752828
Period of Report: 2024-07-15

Reporting Person: Lim Kok Thay (N/A)
Reporting Person: Genting Berhad (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-07-15	Warrants (Right to Buy)	$2.988	J	1350000	Acquired	2029-07-15	Class A Common Stock (1350000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2531	Direct

Footnotes

F1: This amount reflects Mr. Lim's direct ownership of the Issuer's Class A Common Stock, as adjusted for the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). The Reporting Persons filed a Form 4 on January 17, 2024, prior to the Reverse Stock Split, which incorrectly reported that Mr. Lim directly owned 36,145 shares of Class A Common Stock and did not account for the 1,084 shares of Class A Common Stock (as adjusted for the Reverse Stock Split) that Mr. Lim disposed of on June 14, 2023, as reported in the Form 4/A filed by Mr. Lim on June 30, 2023.

F2: Pursuant to the terms of the governing form of warrant, the exercise price of these Tranche 2 Warrants (as defined in the Form 4 filed by the Reporting Persons on January 17, 2024) was set at $2.988 per share on July 15, 2024, and accordingly these Tranche 2 Warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and reportable for purposes of Section 16 of the Exchange Act at that time.

F3: These numbers have been adjusted to reflect the Reverse Stock Split.

F4: These warrants are held by RWI. Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.