New Enterprise Associates 15, L.P. - Feb 8, 2022 Form 4 Insider Report for Arcellx, Inc. (ACLX)

Role
10%+ Owner
Signature
/s/ Louis Citron, attorney in fact
Stock symbol
ACLX
Transactions as of
Feb 8, 2022
Transactions value $
$23,749,995
Form type
4
Date filed
2/9/2022, 05:18 PM
Previous filing
Feb 3, 2022
Next filing
May 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACLX Common Stock Conversion of derivative security $0 +4.85M $0.00 4.85M Feb 8, 2022 Direct F1, F2
transaction ACLX Common Stock Purchase $23.7M +1.58M +32.65% $15.00 6.43M Feb 8, 2022 Direct F2, F3

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 -1.55M -100% $0.00* 0 Feb 8, 2022 Common Stock 1.55M Direct F1, F2
transaction ACLX Series B-1 Preferred Stock Conversion of derivative security $0 -873K -100% $0.00* 0 Feb 8, 2022 Common Stock 873K Direct F1, F2
transaction ACLX Series B-2 Preferred Stock Conversion of derivative security $0 -698K -100% $0.00* 0 Feb 8, 2022 Common Stock 698K Direct F1, F2
transaction ACLX Series C Preferred Stock Conversion of derivative security $0 -1.73M -100% $0.00* 0 Feb 8, 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 automatically 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 shares are directly held by New Enterprise Associates 15, L.P. ("NEA 15"), and 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, together, the "Indirect Reporting Persons"). The individual managers of NEA 15 GP 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 NEA 15 shares in which the Indirect Reporting Persons have no pecuniary interest.
F3 NEA 15 purchased 1,583,333 shares of Common Stock of the Issuer in connection with the Issuer's public offering.