Lewis T. Williams - 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, 04:26 PM
Previous filing
May 28, 2021
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 B-1 Preferred Stock Feb 3, 2022 Common Stock 1.16M See footnote F1, F2
holding ACLX Series B-2 Preferred Stock Feb 3, 2022 Common Stock 931K See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 All shares of Series B-1 Preferred Stock, par value $0.001 per share, and Series B-2 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 Quan Venture Fund II, L.P. The general partner of Quan Capital is Quan Venture Partners II, L.L.C. The Reporting Person, a member of the Issuer's board of directors, is a venture partner at Quan Venture Partners II, L.L.C. 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 Quan Venture Fund II, L.P. except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney