Christopher Heery - 01 Jul 2024 Form 4 Insider Report for Arcellx, Inc. (ACLX)

Role
CHIEF MEDICAL OFFICER
Signature
/s/ Michelle Gilson, as Attorney-in-Fact
Issuer symbol
ACLX
Transactions as of
01 Jul 2024
Net transactions value
-$869,116
Form type
4
Filing time
03 Jul 2024, 16:05:02 UTC
Previous filing
14 Jun 2024
Next filing
12 Jul 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACLX Common Stock Options Exercise $44,186 +7,036 +76% $6.28* 16,314 01 Jul 2024 Direct
transaction ACLX Common Stock Options Exercise $194,460 +12,964 +79% $15.00* 29,278 01 Jul 2024 Direct
transaction ACLX Common Stock Sale $951,372 -17,217 -59% $55.26 12,061 01 Jul 2024 Direct F1, F2
transaction ACLX Common Stock Sale $156,391 -2,783 -23% $56.20 9,278 01 Jul 2024 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ACLX Stock Option (right to buy) Options Exercise $0 -7,036 -8.1% $0.000000 80,173 01 Jul 2024 Common Stock 7,036 $6.28 Direct F4
transaction ACLX Stock Option (right to buy) Options Exercise $0 -12,964 -6.4% $0.000000 190,205 01 Jul 2024 Common Stock 12,964 $15.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on December 22, 2023.
F2 Represents the weighted average share price of an aggregate total of 17,217 shares sold in the price range of $55.03 to $56.00 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
F3 Represents the weighted average share price of an aggregate total of 2,783 shares sold in the price range of $56.06 to $56.47 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
F4 Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2017 Plan) through each applicable date, twenty-five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean April 26, 2021.
F5 Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one forty-eighth (1/48th) of the shares subject to the option will vest each month following the Equity Grant Date on the same day of the month as the Equity Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over four (4) years. "Equity Grant Date" shall mean February 3, 2022.