Robert J. Hariri - Jul 16, 2021 Form 4 Insider Report for Celularity Inc (CELU)

Role
Chief Executive Officer, Director
Signature
/s/ Keary Dunn, Attorney-in-Fact
Stock symbol
CELU
Transactions as of
Jul 16, 2021
Transactions value $
$0
Form type
4
Date filed
7/20/2021, 09:11 PM
Previous filing
May 7, 2021
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 Other +7.73M 7.73M Jul 16, 2021 Direct F1

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 +349K $0.00 349K Jul 16, 2021 Class A Common Stock 349K $2.87 Direct F2, F3
transaction CELU Stock Option (Right to Buy) Award $0 +175K $0.00 175K Jul 16, 2021 Class A Common Stock 175K $3.88 Direct F3, F4
transaction CELU Stock Option (Right to Buy) Award $0 +384K $0.00 384K Jul 16, 2021 Class A Common Stock 384K $3.70 Direct F3, F5
transaction CELU Stock Option (Right to Buy) Award $0 +1.92M $0.00 1.92M Jul 16, 2021 Class A Common Stock 1.92M $10.21 Direct F3, F4
* 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 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 share 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 the right to receive 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."
F2 This option shall vest and become exercisable over a period of four years from the Vesting Start Date, February 28, 2018, 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.
F3 Pursuant to the Business Combination Agreement, 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.
F4 This option is fully vested and exercisable.
F5 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.