Jill Carroll - 08 Feb 2022 Form 4 Insider Report for Arcellx, Inc. (ACLX)

Role
Director
Signature
/s/ Lance Thibault, as Attorney-in-Fact
Issuer symbol
ACLX
Transactions as of
08 Feb 2022
Net transactions value
+$25,000,005
Form type
4
Filing time
09 Feb 2022, 16:51:42 UTC
Previous filing
03 Feb 2022
Next filing
15 May 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACLX Common Stock Conversion of derivative security $0 +3,400,144 $0.000000 3,400,144 08 Feb 2022 See footnote F1, F2
transaction ACLX Common Stock Purchase $1,000,005 +66,667 +2% $15.00 3,466,811 08 Feb 2022 See footnote F2, F3
transaction ACLX Common Stock Conversion of derivative security $0 +433,196 $0.000000 433,196 08 Feb 2022 See footnote F1, F4
transaction ACLX Common Stock Purchase $24,000,000 +1,600,000 +369% $15.00 2,033,196 08 Feb 2022 See footnote F4, F5

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 ACLX Series A Preferred Stock Conversion of derivative security $0 -1,550,309 -100% $0.000000* 0 08 Feb 2022 Common Stock 1,550,309 See footnote F1, F2
transaction ACLX Series B-1 Preferred Stock Conversion of derivative security $0 -666,651 -100% $0.000000* 0 08 Feb 2022 Common Stock 666,651 See footnote F1, F2
transaction ACLX Series B-2 Preferred Stock Conversion of derivative security $0 -533,389 -100% $0.000000* 0 08 Feb 2022 Common Stock 533,389 See footnote F1, F2
transaction ACLX Series C Preferred Stock Conversion of derivative security $0 -649,795 -100% $0.000000* 0 08 Feb 2022 Common Stock 649,795 See footnote F1, F2
transaction ACLX Series C Preferred Stock Conversion of derivative security $0 -433,196 -100% $0.000000* 0 08 Feb 2022 Common Stock 433,196 See footnote F1, F4
* 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 automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") immediately 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 SR One Capital Fund I Aggregator, LP purchased 66,667 shares of Common Stock of the Issuer in connection with the Issuer's public offering.
F4 Shares directly held by by SR One Co-Invest II, LLC. 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 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 Co-Invest II, LLC except to the extent of her pecuniary interest therein.
F5 SR One Co-Invest II, LLC purchased 1,600,000 shares of Common Stock of the Issuer in connection with the Issuer's public offering.