GX Sponsor LLC - Jul 16, 2021 Form 4 Insider Report for Celularity Inc (CELU)

Role
10%+ Owner
Signature
/s/ Jay R. Bloom, Authorized Signatory
Stock symbol
CELU
Transactions as of
Jul 16, 2021
Transactions value $
$7,000,000
Form type
4
Date filed
7/20/2021, 09:34 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELU Class A Common Stock Conversion of derivative security $0 +7.19M $0.00 7.19M Jul 16, 2021 Direct F1, F2, F3
transaction CELU Class A Common Stock Other $0 -7.09M -98.61% $0.00 100K Jul 16, 2021 Direct F3, F4

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 Class B Common Stock Conversion of derivative security $0 -7.19M -100% $0.00* 0 Jul 16, 2021 Class A Common Stock 7.19M Direct F1
transaction CELU Warrants Award $7M +7M $1.00 7M Jul 16, 2021 Class A Common Stock 7M $11.50 Direct F5, F6, F7
transaction CELU Warrants Other -7M -100% 0 Jul 16, 2021 Class A Common Stock 7M $11.50 Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

GX Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").
F2 25% of the shares are subject to vesting. Such shares shall vest on the first day that the volume weighted average price of the Common Stock on Nasdaq is at or above $12.00 for 20 trading days over a 30 consecutive trading day period immediately preceding such day. Shares that do not vest by July 15, 2031 will be forfeited. Vesting is subject to acceleration upon certain change of control events at the Issuer.
F3 Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F4 Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.
F5 Reflects warrants of the Issuer ("Private Warrants"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering. These Private Warrants were later exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination, which occurred on July 16, 2021.
F6 The warrants will become exercisable 30 days after the completion of the Business Combination.
F7 The warrants will expire on the fifth anniversary of the completion of the Business Combination.
F8 Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.