David Lubner - 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, 04:29 PM
Previous filing
Mar 9, 2022
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 Stock Option (right to buy) Feb 3, 2022 Common Stock 13.6K $6.83 Direct F1
holding ACLX Stock Option (right to buy) Feb 3, 2022 Common Stock 65.4K $6.28 Direct F2
holding ACLX Stock Option (right to buy) Feb 3, 2022 Common Stock 31.8K $6.66 Direct F3
holding ACLX Series C Preferred Stock Feb 3, 2022 Common Stock 21.7K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined 2017 Plan) through each applicable date, twenty-five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean September 1, 2020.
F2 Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined 2017 Plan) through each applicable date, one forty-eighth (1/48th) of the shares subject to the option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean June 9, 2021.
F3 Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined 2017 Plan) through each applicable date, one forty-eighth (1/48th) of the shares subject to the option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean December 1, 2021.
F4 All shares of the 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.

Remarks:

Exhibit 24 - Power of Attorney