Robin L. Smith - Jul 16, 2021 Form 4 Insider Report for Celularity Inc (CELU)

Role
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, 09:17 PM
Next filing
Aug 30, 2021

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 +384K $0.00 384K Jul 16, 2021 Class A Common Stock 384K $3.70 Direct F1, F2
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 F2, F3
* 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 in equal monthly installments over a period of four years from August 7, 2019, 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 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.