Stephen Brigido - 16 Jul 2021 Form 4/A - Amendment Insider Report for Celularity Inc (CELU)

Role
Pres, Functional Regeneration
Signature
/s/ Keary Dunn, Attorney-in-Fact
Issuer symbol
CELU
Transactions as of
16 Jul 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
20 Jul 2021, 21:07:35 UTC
Date Of Original Report
16 Jul 2021
Next filing
13 Sep 2021
SEC
View on sec.gov

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 CELU Stock Option (Right to Buy) Award $0 +20,379 $0.000000 20,379 16 Jul 2021 Class A Common Stock 20,379 $3.70 Direct F1, F2
transaction CELU Stock Option (Right to Buy) Award $0 +153,718 $0.000000 153,718 16 Jul 2021 Class A Common Stock 153,718 $3.70 Direct F2, F3
transaction CELU Stock Option (Right to Buy) Award $0 +76,859 $0.000000 76,859 16 Jul 2021 Class A Common Stock 76,859 $10.21 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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 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. Upon consummation of the business combination, GX changed its name to "Celularity Inc."
F3 This option shall vest and become exercisable over a period of four years from the Vesting Start Date, August 30, 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.
F4 This option is fully vested and exercisable.

Remarks:

On July 16, 2021, the reporting person filed a Form 4 which inadvertently reported the exercise prices to be $2.1829 and $6.0258, whereas the correct exercise prices are $3.70 and $10.21, respectively.