New Enterprise Associates 15, L.P. - Feb 3, 2022 Form 3 Insider Report for Arcellx, Inc. (ACLX)

Role: 10%+ Owner
Signature: /s/ Louis Citron, attorney in fact
Stock symbol: ACLX
Transactions as of: Feb 3, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/3/2022, 06:11 PM
Previous filing: Feb 1, 2022
Next filing: Feb 9, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	ACLX	Series A Preferred Stock	Feb 3, 2022	Common Stock	1.55M	Direct	F1, F2
holding	ACLX	Series B-1 Preferred Stock	Feb 3, 2022	Common Stock	873K	Direct	F1, F2
holding	ACLX	Series B-2 Preferred Stock	Feb 3, 2022	Common Stock	698K	Direct	F1, F2
holding	ACLX	Series C Preferred Stock	Feb 3, 2022	Common Stock	1.73M	Direct	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 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	The securities are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest.

Content

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.

The securities are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest.