Lim Kok Thay - Jul 16, 2021 Form 4 Insider Report for Celularity Inc (CELU)

Role
Director, 10%+ Owner
Signature
/s/ Keary Dunn, Attorney-in-Fact
Stock symbol
CELU
Transactions as of
Jul 16, 2021
Transactions value $
$35,000,000
Form type
4
Date filed
7/20/2021, 09:09 PM
Next filing
Sep 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELU Class A Common Stock Award +26.6M 26.6M Jul 16, 2021 See footnote F1, F2
transaction CELU Class A Common Stock Award $35M +3.5M +13.18% $10.00* 30.1M Jul 16, 2021 See footnote F2, 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 CELU Warrants (Right to Buy) Award +6.53M 6.53M Jul 16, 2021 Class A Common Stock 6.53M $6.77 See footnote F2, F4, F5
transaction CELU Deferred Compensation Award (Right to Buy) Award $0 +269K $0.00 269K Jul 16, 2021 Class A Common Stock 269K $3.83 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Merger Agreement and Plan of Reorganization, dated January 8, 2021, by and among GX Acquisition Corp. ("GX"), two of its wholly owned subsidiaries and Celularity Inc. ("Celularity") (the "Merger Agreement"), the merger pursuant to which (the "Merger") closed on July 16, 2021 ("Closing"), these shares of Class A Common Stock were received in exchange for 34,560,219 shares of Series B Preferred Stock of Celularity. On the Closing date, the closing price of the Issuer's Class A Common Stock was $10.20. Following Closing, the Issuer intends to change its name to "Celularity Inc."
F2 These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
F3 At Closing, these shares of Class A Common Stock were acquired directly from the Issuer in a private placement pursuant to a subscription agreement with the Issuer.
F4 These warrants expire upon the earlier to occur of (i) March 16, 2025, or (ii), the consummation of a change in control of the Issuer.
F5 Pursuant to the Merger Agreement, these warrants to acquire Class A Common Stock were received in exchange for warrants to acquire 8,495,796 shares of Series B Preferred Stock of Celularity that had an exercise price per share equal to the lesser of (a) $5.20 per share or (b) 80% of either (i) the value attributed to one share of Series B Preferred Stock of Celularity upon consummation of a change in control or the closing of a strategic transaction pursuant to which Celularity's stockholders exchange their existing shares of capital stock in Celularity for shares in a company whose shares are listed on a national stock exchange or (ii) the price at which one share of Celularity common stock is sold to the public market in an initial public offering.
F6 This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date.