Jill Carroll - Feb 3, 2022 Form 3 Insider Report for Arcellx, Inc. (ACLX)

Role
Director
Signature
/s/ Lance Thibault, as Attorney-in-Fact
Stock symbol
ACLX
Transactions as of
Feb 3, 2022
Transactions value $
$0
Form type
3
Date filed
2/3/2022, 04:24 PM
Next filing
Feb 9, 2022

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
holding ACLX Series A Preferred Stock Feb 3, 2022 Common Stock 1.55M See footnote F1, F2
holding ACLX Series B-1 Preferred Stock Feb 3, 2022 Common Stock 667K See footnote F1, F2
holding ACLX Series B-2 Preferred Stock Feb 3, 2022 Common Stock 533K See footnote F1, F2
holding ACLX Series C Preferred Stock Feb 3, 2022 Common Stock 1.08M See footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 All shares of Series A Preferred Stock, par value $0.001 per share, Series B-1 Preferred Stock, par value $0.001 per share, Series B-2 Preferred Stock, par value $0.001 per share, and Series C Preferred Stock, par value $0.001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock, and have no expiration date.
F2 Shares directly held by SR One Capital Fund I Aggregator, L.P. SR One Capital Partners I, LP serves as the general partner of SR One Capital Fund I Aggregator, LP and SR One Capital Management, LLC serves as the general partner of SR One Capital Partners I, LP. The Reporting Person, a member of the Issuer's board of directors, is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund I Aggregator, L.P. and, therefore, may be deemed to have a pecuniary interest over these shares. The Reporting Person disclaims beneficial ownership of the shares held of record by SR One Capital Fund I Aggregator, L.P. except to the extent of her pecuniary interest therein.
F3 Consists of 649,795 shares held by SR One Capital Fund I Aggregator, L.P. and 433,196 shares held by SR One Co-Invest II, LLC. SR One Capital Partners I, LP serves as the general partner of SR One Capital Fund I Aggregator, LP and SR One Capital Management, LLC serves as the general partner of SR One Capital Partners I, LP. SR One Co-Invest Manager II, LLC serves as the manager of SR Co-Invest II, LLC, and SR One Capital Management, LLC serves as the managing member of SR Co-Invest Manager II, LLC. The Reporting Person, a member of the Issuer's board of directors, is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund I Aggregator, L.P. and SR One Co-Invest II, LLC and, therefore, may be deemed to have a pecuniary interest over these shares. The Reporting person disclaims beneficial ownership of the shares held of record by SR One Capital Fund I Aggregator, L.P. and SR One Co-Invest II, LLC except to the extent of her pecuniary in

Remarks:

Exhibit 24 - Power of Attorney