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

Role
General Counsel & Business Dev
Signature
/s/ Keary Dunn
Issuer symbol
CELU
Transactions as of
16 Jul 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
20 Jul 2021, 21:08:34 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 +384,297 $0.000000 384,297 16 Jul 2021 Class A Common Stock 384,297 $3.70 Direct F1, F2
* 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, March 23, 2020, 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."

Remarks:

On July 16, 2021, the reporting person filed a Form 4 which inadvertently reported the exercise price to be $2.1829, whereas the correct exercise price is $3.70.